**Exhibit
        4.6**
 **EXECUTION
        COPY**
 
  **PNM
        RESOURCES, INC.**
  **and**
  **U.S.
        BANK NATIONAL ASSOCIATION,** **as
        Collateral Agent, Custodial Agent and Securities Intermediary**
  **and**
  **U.S.
        BANK NATIONAL ASSOCIATION,** **as
        Purchase Contract Agent**
  **PLEDGE
        AGREEMENT**
  **Dated
        as of October 7, 2005**
   
 
 **Table
          of Contents**
  **Page**
  ARTICLE
          1
 DEFINITIONS
  Section
                    1.01
                Definitions
                1
 ARTICLE
          2
 PLEDGE
  Section
                    2.01
                Pledge
                5Section
                    2.02
                Control
                5Section
                    2.03
                Termination
                6
  ARTICLE
          3
 DISTRIBUTIONS
          ON PLEDGED COLLATERAL
  Section
                    3.01
                Income
                    and Distributions
                6Section
                    3.02
                Principal
                    Payments Following Termination Event
                6Section
                    3.03
                Principal
                    Payments Prior to or on Purchase Contract Settlement Date
                6Section
                    3.04
                Payments
                    to Purchase Contract Agent
                7Section
                    3.05
                Assets
                    Not Properly Released
                7
  ARTICLE
          4
 CONTROL
  Section
                    4.01
                Establishment
                    of Collateral Account
                7Section
                    4.02
                Treatment
                    as Financial Assets
                8Section
                    4.03
                Sole
                    Control by Collateral Agent
                8Section
                    4.04
                Securities
                    Intermediary’s Location
                8Section
                    4.05
                No
                    Other Claims
                8Section
                    4.06
                Investment
                    and Release
                8Section
                    4.07
                Statements
                    and Confirmations
                8Section
                    4.08
                Tax
                    Allocations
                9Section
                    4.09
                No
                    Other Agreements
                9Section
                    4.10
                Powers
                    Coupled with an Interest
                9Section
                    4.11
                Waiver
                    of Lien; Waiver of Set-off
                9
  i
 ARTICLE
          5
 INITIAL
          DEPOSIT; CREATION OF TREASURY UNITS AND RECREATION
 OF
          CORPORATE UNITS
  Section
                    5.01
                Initial
                    Deposit of Senior Notes
                9Section
                    5.02
                Creation
                    of Treasury Units
                10Section
                    5.03
                Recreation
                    of Corporate Units
                11Section
                    5.04
                Termination
                    Event
                12Section
                    5.05
                Cash
                    Settlement
                13Section
                    5.06
                Early
                    Settlement and Cash Merger Early Settlement
                14Section
                    5.07
                Application
                    of Proceeds in Settlement of Purchase Contracts
                15Section
                    5.08
                Special
                    Event Redemption
                17
  ARTICLE
          6
 VOTING
          RIGHTS - PLEDGED SENIOR NOTES
  Section
                    6.01
                Voting
                    Rights
                17
  ARTICLE
          7
 RIGHTS
          AND REMEDIES
  Section
                    7.01
                Rights
                    and Remedies of the Collateral Agent
                18Section
                    7.02
                Special
                    Event Redemption
                19Section
                    7.03
                Initial
                    Remarketing
                19Section
                    7.04
                Final
                    Remarketing
                19Section
                    7.05
                Successful
                    Initial Remarketing
                19Section
                    7.06
                Substitutions
                20
  ARTICLE
          8
 REPRESENTATIONS
          AND WARRANTIES; COVENANTS
  Section
                    8.01
                Representations
                    and Warranties
                20Section
                    8.02
                Covenants
                21
  ARTICLE
          9
 THE
          COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE
 SECURITIES
          INTERMEDIARY
  Section
                    9.01
                Appointment,
                    Powers and Immunities
                21Section
                    9.02
                Instructions
                    of the Company
                22Section
                    9.03
                Reliance
                    by Collateral Agent, Custodial Agent and Securities
                    Intermediary
                22
  ii
 Section
                    9.04
                Certain
                    Rights
                23Section
                    9.05
                Merger,
                    Conversion, Consolidation or Succession to Business
                23Section
                    9.06
                Rights
                    in Other Capacities
                23Section
                    9.07
                Non-reliance
                    on Collateral Agent, the Custodial Agent and Securities
                    Intermediary
                24Section
                    9.08
                Compensation
                    and Indemnity
                24Section
                    9.09
                Failure
                    to Act
                25Section
                    9.10
                Resignation
                    of Collateral Agent, the Custodial Agent and Securities
                    Intermediary
                25Section
                    9.11
                Right
                    to Appoint Agent or Advisor
                27Section
                    9.12
                Survival
                27Section
                    9.13
                Exculpation
                27
  ARTICLE
          10
 AMENDMENT
  Section
                    10.01
                Amendment
                    Without Consent of Holders
                27Section
                    10.02
                Amendment
                    with Consent of Holders
                28Section
                    10.03
                Execution
                    of Amendments
                29Section
                    10.04
                Effect
                    of Amendments
                29Section
                    10.05
                Reference
                    of Amendments
                29
  ARTICLE
          11
 MISCELLANEOUS
  Section
                    11.01
                No
                    Waiver
                29Section
                    11.02
                Governing
                    Law; Submission to Jurisdiction
                29Section
                    11.03
                Notices
                30Section
                    11.04
                Successors
                    and Assigns
                30Section
                    11.05
                Counterparts
                30Section
                    11.06
                Severability
                30Section
                    11.07
                Expenses,
                    Etc
                30Section
                    11.08
                Security
                    Interest Absolute
                31Section
                    11.09
                Notice
                    of Special Event, Special Event Redemption and Termination
                    Event
                31
 iii
   
 EXHIBITS
 
 Exhibit
        A
        - Instruction from Purchase Contract Agent to Collateral Agent (Creation
        of
        Treasury Units)
 Exhibit
        B
        - Instruction from Collateral Agent to Securities Intermediary (Creation
        of
        Treasury Units)
 Exhibit
        C
        - Instruction from Purchase Contract Agent to Collateral Agent (Recreation
        of
        Corporate Units)
 Exhibit
        D
        - Instruction from Collateral Agent to Securities Intermediary (Recreation
        of
        Corporate Units)
 Exhibit
        E
        - Notice of Cash Settlement from Collateral Agent to Purchase Contract
        Agent
 Exhibit
        F
        - Instruction to Custodial Agent Regarding Remarketing
 Exhibit
        G
        - Instruction to Custodial Agent Regarding Withdrawal From
        Remarketing
  iv
  **PLEDGE
        AGREEMENT** dated as
        of October 7, 2005 between **PNM
        RESOURCES, INC.** ,
        a New
        Mexico corporation (the **“Company”** ),
        and **U.S.
        BANK NATIONAL ASSOCIATION** ,
        a
        national banking association, as collateral agent (in such capacity, together
        with its successors in such capacity, the **“Collateral
        Agent”** ),
        as
        custodial agent (in such capacity, together with its successors in such
        capacity, the **“Custodial
        Agent”** ),
        and as
        securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with
        respect to the Collateral Account (in such capacity, together with its
        successors in such capacity, the **“Securities
        Intermediary”** ),
        and as
        purchase contract agent and as attorney-in-fact of the Holders from time
        to time
        of the Units (in such capacity, together with its successors in such capacity,
        the **“Purchase
        Contract Agent”** )
        under
        the Purchase Contract Agreement.
  **RECITALS**
  **WHEREAS,** the
        Company and the Purchase Contract Agent are parties to the Purchase Contract
        Agreement dated as of October 7, 2005 (as modified and supplemented and in
        effect from time to time, the **“Purchase
        Contract Agreement”** ),
        pursuant to which 4,000,000 Corporate Units will be issued.
  **WHEREAS,** each
        Corporate Unit, at issuance, consists of a unit comprised of (a) a stock
        purchase contract (a **“Purchase
        Contract”** )
        pursuant to which the Holder will purchase from the Company on the Purchase
        Contract Settlement Date, for an amount equal to $25 (the **“Stated
        Amount”** ),
        a
        number of shares of the Company’s common stock, no par value ( **“Common
        Stock”** ),
        equal
        to the Settlement Rate and (b) a 1/40, or 2.5%, beneficial ownership interest
        in
        a Senior Note.
  **WHEREAS,** pursuant
        to the terms of the Purchase Contract Agreement and the Purchase Contracts,
        the
        Holders of the Units have irrevocably authorized the Purchase Contract Agent,
        as
        attorney-in-fact of such Holders, among other things, to execute and deliver
        this Agreement on behalf of such Holders and to grant the pledge provided
        herein
        of the Collateral to secure the Obligations.
  **NOW,
        THEREFORE,** the
        Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary
        and the Purchase Contract Agent agree as follows:
  **ARTICLE
        1**
  **DEFINITIONS**
  Section
        1.01  Definitions . For
        all
        purposes of this Agreement, except as otherwise expressly provided or unless
        the
        context otherwise requires:
  (a)  the
        terms
        defined in this Article have the meanings assigned to them in this Article
        and
        include the plural as well as the singular, and nouns and pronouns of the
        masculine gender include the feminine and neuter genders;
  
 (b)  the
        words **“herein,”**  **“hereof”** and **“hereunder”** and
        other words of similar import refer to this Agreement as a whole and not
        to any
        particular Article, Section, Exhibit or other subdivision;
  (c)  the
        following terms which are defined in the UCC shall have the meanings set
        forth
        therein: **“certificated
        security,” “control,” “financial asset,” “entitlement order,” “securities
        account”** and **“security
        entitlement”** ;
  (d)  capitalized
        terms used herein and not defined herein have the meanings assigned to them
        in
        the Purchase Contract Agreement; and
  (e)  the
        following terms have the meanings given to them in this **Section
        1.01(e)** :
  **“Agreement”** means
        this Pledge Agreement, as the same may be amended, modified or supplemented
        from
        time to time.
  **“Cash”** means
        any coin or currency of the United States as at the time shall be legal tender
        for payment of public and private debts.
  **“Collateral”** means
        the collective reference to:
  (i)  the
        Collateral Account and all investment property and other financial assets
        from
        time to time credited to the Collateral Account and all security entitlements
        with respect thereto, including, without limitation, (A) the Senior Notes
        and
        security entitlements relating thereto that are a component of the Corporate
        Units from time to time, (B) the Applicable Ownership Interests (as specified
        in
        clause (i) of the definition of such term) in the Treasury Portfolio that
        are a
        component of the Corporate Units from time to time, (C) any Treasury Securities
        and security entitlements relating thereto delivered from time to time upon
        creation of Treasury Units in accordance with **Section
        5.02** hereof
        and (D) payments made by Holders pursuant to **Section
        5.05** hereof;
  (ii)  all
        Proceeds of any of the foregoing (whether such Proceeds arise before or after
        the commencement of any proceeding under any applicable bankruptcy, insolvency
        or other similar law, by or against the pledgor or with respect to the pledgor);
        and
  (iii)  all
        powers and rights now owned or hereafter acquired under or with respect to
        the
        Collateral.
  **“Collateral
        Account”** means
        the securities account of U.S. Bank National Association, as Collateral Agent,
        maintained by the Securities Intermediary and designated “U.S. Bank National
        Association, as Collateral Agent of PNM Resources, Inc., as pledgee of U.S.
        Bank
        National Association, as the Purchase Contract Agent on behalf of and as
        attorney-in-fact for the Holders”.
  **“Collateral
        Agent”** has the
        meaning specified in the paragraph preceding the recitals of this
        Agreement.
  2
 **“Common
        Stock”** has the
        meaning specified in the second paragraph of the recitals of this
        Agreement.
  **“Company”** means
        the Person named as the **“Company”** in the
        first paragraph of this Agreement until a successor shall have become such
        pursuant to the applicable provisions of the Purchase Contract Agreement,
        and
        thereafter **“Company”** shall
        mean such successor.
  **“Custodial
        Agent”** has the
        meaning specified in the paragraph preceding the recitals of this
        Agreement.
  **“Indemnitees”** has the
        meaning given such term in Section 9.08(b).
  **“Loss”
        or “Losses”** has the
        meaning given such term in Section 9.08(b).
  **“Obligations”** means,
        with respect to each Holder, all obligations and liabilities of such Holder
        under such Holder’s Purchase Contract, the Purchase Contract Agreement and this
        Agreement or any other document made, delivered or given in connection herewith
        or therewith, in each case whether on account of principal, interest (including,
        without limitation, interest accruing before and after the filing of any
        petition in bankruptcy, or the commencement of any insolvency, reorganization
        or
        like proceeding, relating to such Holder, whether or not a claim for post-filing
        or post-petition interest is allowed in such proceeding), fees, indemnities,
        costs, expenses or otherwise (including, without limitation, all fees and
        disbursements of counsel to the Company or the Collateral Agent or the
        Securities Intermediary that are required to be paid by the Holder pursuant
        to
        the terms of any of the foregoing agreements).
  **“Permitted
        Investments”** means
        any one of the following, in each case maturing on the Business Day following
        the date of acquisition:
  (1)
        any
        evidence of indebtedness with an original maturity of 365 days or less issued,
        or directly and fully guaranteed or insured, by the United States of America
        or
        any agency or instrumentality thereof ( *provided* that the
        full faith and credit of the United States of America is pledged in support
        of
        the timely payment thereof or such indebtedness constitutes a general obligation
        of it);
  (2)
        deposits, certificates of deposit or acceptances with an original maturity
        of
        365 days or less of any institution which is a member of the Federal Reserve
        System having combined capital and surplus and undivided profits of not less
        than $500 million at the time of deposit (and which may include the Collateral
        Agent);
  (3)
        investments with an original maturity of 365 days or less of any Person that
        are
        fully and unconditionally guaranteed by a bank referred to in clause
        (2);
  (4)
        repurchase agreements and reverse repurchase agreements relating to marketable
        direct obligations issued or unconditionally guaranteed by the United States
        of
        America or issued by any agency thereof and backed as to timely payment by
        the
        full faith and credit of the United States of America;
  (5)
        investments in commercial paper, other than commercial paper issued by the
        Company or its Affiliates, of any corporation incorporated under the laws
        of the
        United States of America or any State thereof, which commercial paper has
        a
        rating at the time of purchase at least equal to **“A-1”** by
        Standard & Poor’s Ratings Services ( **“S&P”** )
        or at
        least equal to **“P-1”** by
        Moody’s Investors Service, Inc. ( **“Moody’s”** );
        and
  3
 (6)
        investments in money market funds (including, but not limited to, money market
        funds managed by the Collateral Agent or an affiliate of the Collateral Agent)
        registered under the Investment Company Act of 1940, as amended, rated in
        the
        highest applicable rating category by S&P or Moody’s.
  **“Person”** means
        any individual, corporation, partnership, joint venture, trust, unincorporated
        organization or government or any agency, instrumentality or political
        subdivision thereof.
  **“Pledge”** means
        the lien and security interest created by this Agreement.
  **“Pledged
        Applicable Ownership Interests”** means
        the Holder’s Applicable Ownership Interests (as specified in clause (i) of the
        definition thereof) in the Treasury Portfolio and security entitlements with
        respect thereto from time to time credited to the Collateral Account and
        not
        then released from the Pledge.
  **“Pledged
        Senior Notes”** means
        Senior Notes and security entitlements with respect thereto from time to
        time
        credited to the Collateral Account and not then released from the
        Pledge.
  **“Pledged
        Securities”** means
        the Pledged Senior Notes, the Pledged Applicable Ownership Interests and
        the
        Pledged Treasury Securities, collectively.
  **“Pledged
        Treasury Securities”** means
        Treasury Securities and security entitlements with respect thereto from time
        to
        time credited to the Collateral Account and not then released from the
        Pledge.
  **“Proceeds”** has the
        meaning ascribed thereto in the UCC and includes, without limitation, all
        interest, dividends, cash, instruments, securities, financial assets and
        other
        property received, receivable or otherwise distributed upon the sale (including,
        without limitation, the Remarketing), exchange, collection or disposition
        of any
        financial assets from time to time held in the Collateral Account.
  **“Purchase
        Contract”** has the
        meaning specified in the second paragraph of the recitals of this
        Agreement.
  **“Purchase
        Contract Agent”** has the
        meaning specified in the paragraph preceding the recitals of this
        Agreement.
  **“Purchase
        Contract Agreement”** has the
        meaning specified in the first paragraph of the recitals of this
        Agreement.
  **“Purchase
        Contract Settlement Date”** means
        November 16, 2008.
  **“Securities
        Intermediary”** has the
        meaning specified in the paragraph preceding the recitals of this
        Agreement.
  4
 **“Stated
        Amount”** has the
        meaning specified in the second paragraph of the recitals of this
        Agreement.
  **“TRADES”** means
        the Treasury/Reserve Automated Debt Entry System maintained by the Federal
        Reserve Bank of New York pursuant to the TRADES Regulations.
  **“TRADES
        Regulations”** means
        the regulations of the United States Department of the Treasury, published
        at 31
        C.F.R. Part 357, as amended from time to time. Unless otherwise defined herein,
        all terms defined in the TRADES Regulations are used herein as therein
        defined.
  **“Transfer”** means
        (i) in the case of certificated securities in registered form, delivery as
        provided in § 8-301(a) of the UCC, endorsed to the transferee or in blank by an
        effective endorsement, (ii) in the case of Treasury Securities, registration
        of
        the transferee as the owner of such Treasury Securities on TRADES and (iii)
        in
        the case of security entitlements, including, without limitation, security
        entitlements with respect to Treasury Securities, a securities intermediary
        indicating by book entry that such security entitlement has been credited
        to the
        transferee’s securities account.
  **“Treasury
        Securities”** means
        zero-coupon U.S. treasury securities that mature on November 15, 2008 (CUSIP
        No.
        912828EC0).
  **“UCC”** means
        the Uniform Commercial Code as in effect in the State of New York from time
        to
        time.
  **“Value”** means,
        with respect to any item of Collateral on any date, as to (1) Cash, the face
        amount thereof, (2) Treasury Securities or Senior Notes, the aggregate principal
        amount thereof at maturity and (3) Applicable Ownership Interests (as specified
        in clause (i) of the definition of such term), the appropriate percentage
        of the
        aggregate principal amount at maturity of the Treasury Portfolio.
  **ARTICLE 2**
 
 **PLEDGE**
  Section
        2.01  Pledge .
        Each
        Holder, acting through the Purchase Contract Agent as such Holder’s
        attorney-in-fact, and the Purchase Contract Agent, acting solely as such
        attorney-in-fact, hereby pledges and grants to the Collateral Agent, as agent
        of
        and for the benefit of the Company, a continuing first priority security
        interest in and to, and a lien upon and right of set-off against, all of
        such
        Person’s right, title and interest in and to the Collateral to secure the prompt
        and complete payment and performance when due (whether at stated maturity,
        by
        acceleration or otherwise) of the Obligations. The Collateral Agent shall
        have
        all of the rights, remedies and recourses with respect to the Collateral
        afforded a secured party by the UCC, in addition to, and not in limitation
        of,
        the other rights, remedies and recourses afforded to the Collateral Agent
        by
        this Agreement.
  Section
        2.02  Control.
        The Collateral Agent shall have control of the Collateral Account pursuant
        to
        the provisions of **Article
        4** of this
        Agreement.
  5
 Section
        2.03  Termination.
        As to each Holder, this Agreement and the Pledge created hereby shall terminate
        upon the satisfaction of such Holder’s Obligations. Upon such termination, the
        Collateral Agent shall, except as otherwise provided herein, instruct the
        Securities Intermediary to Transfer such Holder’s portion of the Collateral to
        the Purchase Contract Agent for distribution to such Holder, free and clear
        of
        the Pledge created hereby.
  **ARTICLE
        3**
  **DISTRIBUTIONS
        ON PLEDGED COLLATERAL**
  Section
        3.01  Income
        and Distributions .
        The
        Collateral Agent shall transfer all income and distributions received by
        the
        Collateral Agent on account of the Pledged Senior Notes, the Pledged Applicable
        Ownership Interests or Permitted Investments from time to time held in the
        Collateral Account (ABA No. 789017000, Re: PNM Resources, Inc.) to the Purchase
        Contract Agent for distribution to the applicable Holders as provided in
        the
        Purchase Contracts or Purchase Contract Agreement.
  Section
        3.02  Principal
        Payments Following Termination Event. Following a Termination Event, the
        Collateral Agent shall transfer all principal payments it receives, if any,
        in
        respect of (1) the Pledged Senior Notes, (2) the Pledged Applicable Ownership
        Interests and (3) the Pledged Treasury Securities, to the Purchase Contract
        Agent for the benefit of the applicable Holders for distribution to such
        Holders
        in accordance with their respective interests, free and clear of the Pledge
        created hereby.
  Section
        3.03  Principal
        Payments Prior to or on Purchase Contract Settlement Date.
 (a)  Subject
        to the provisions of **Sections
        5.06** and **5.08** ,
        and
        except as provided in **Section
        3.03(b)** below,
        if no Termination Event shall have occurred, all principal payments received
        by
        the Securities Intermediary in respect of (1) the Pledged Senior Notes, (2)
        the
        Pledged Applicable Ownership Interests and (3) the Pledged Treasury Securities,
        shall be held and invested in Permitted Investments until the Purchase Contract
        Settlement Date, and transferred to the Company on the Purchase Contract
        Settlement Date as provided in **Section
        5.07** hereof.
        Any balance remaining in the Collateral Account shall be released from the
        Pledge and transferred to the Purchase Contract Agent for the benefit of
        the
        applicable Holders for distribution to such Holders in accordance with their
        respective interests, free and clear of the Pledge created thereby. The Company
        shall instruct the Collateral Agent in writing as to the type of Permitted
        Investments in which any payments made under this **Section
        3.03(a)** shall be
        invested; *provided* , *however* ,
        that if
        the Company fails to deliver such instructions by 10:30 a.m. (New York City
        time) on the day such payments are received by the Collateral Agent, the
        Collateral Agent shall invest such payments in the Permitted Investments
        as
        described in clause (6) of the definition of Permitted Investments. The
        Collateral Agent shall have no liability in respect of losses incurred as
        a
        result of the failure of the Company to provide timely written investment
        direction.
  (b)  All
        principal payments received by the Securities Intermediary in respect of
        (1) the
        Senior Notes, (2) the Applicable Ownership Interests (as specified in clause
        (i)
        of the definition thereof) in the Treasury Portfolio and (3) the Treasury
        Securities or security entitlements thereto, that, in each case, have been
        released from the Pledge pursuant hereto shall be transferred to the Purchase
        Contract Agent for the benefit of the applicable Holders for distribution
        to
        such Holders in accordance with their respective interests.
  6
 Section
        3.04  Payments
        to Purchase Contract Agent .
        The
        Securities Intermediary shall use commercially reasonable efforts to deliver
        payments to the Purchase Contract Agent hereunder to the account designated
        by
        the Purchase Contract Agent for such purpose not later than 12:00 p.m. (New
        York
        City time) on the Business Day such payment is received by the Securities
        Intermediary; *provided* , *however* ,
        that if
        such payment is received on a day that is not a Business Day or after 11:00
        a.m.
        (New York City time) on a Business Day, then the Securities Intermediary
        shall
        use commercially reasonable efforts to deliver such payment to the Purchase
        Contract Agent no later than 10:30 a.m. (New York City time) on the next
        succeeding Business Day.
  Section
        3.05  Assets
        Not Properly Released. If the Purchase Contract Agent or any Holder shall
        receive any principal payments on account of financial assets credited to
        the
        Collateral Account and not released therefrom in accordance with this Agreement,
        the Purchase Contract Agent or such Holder shall hold the same as trustee
        of an
        express trust for the benefit of the Company and, upon receipt of an Officers’
Certificate of the Company so directing, promptly deliver the same to the
        Securities Intermediary for credit to the Collateral Account or to the Company
        for application to the Obligations of the Holders, and the Purchase Contract
        Agent and Holders shall acquire no right, title or interest in any such payments
        of principal amounts so received. The Purchase Contract Agent shall have
        no
        liability under this **Section
        3.05** unless
        and until it has been notified in writing that such payment was delivered
        to it
        erroneously and shall have no liability for any action taken, suffered or
        omitted to be taken prior to its receipt of such notice.
  **ARTICLE
        4**
  **CONTROL**
  Section
        4.01  Establishment
        of Collateral Account .
        The
        Securities Intermediary hereby confirms that:
  (a)  the
        Securities Intermediary has established the Collateral Account;
  (b)  the
        Collateral Account is a securities account;
  (c)  subject
        to the terms of this Agreement, the Securities Intermediary shall identify
        in
        its records the Collateral Agent as the entitlement holder entitled to exercise
        the rights that comprise any financial asset credited to the Collateral
        Account;
  (d)  all
        property delivered to the Securities Intermediary pursuant to this Agreement
        or
        the Purchase Contract Agreement, including any Applicable Ownership Interests
        (as specified in clause (i) of such definition) in the Treasury Portfolio
        and
        any Permitted Investments, will be credited promptly to the Collateral Account;
        and
  7
 (e)  all
        securities or other property underlying any financial assets credited to
        the
        Collateral Account shall be (i) registered in the name of the Purchase Contract
        Agent and endorsed to the Securities Intermediary or in blank, (ii) registered
        in the name of the Securities Intermediary or (iii) credited to another
        securities account maintained in the name of the Securities Intermediary.
        In no
        case will any financial asset credited to the Collateral Account be registered
        in the name of the Purchase Contract Agent or any Holder or specially endorsed
        to the Purchase Contract Agent or any Holder unless such financial asset
        has
        been further endorsed to the Securities Intermediary or in blank.
  Section
        4.02  Treatment
        as Financial Assets .
        Each
        item of property (whether investment property, financial asset, security,
        instrument or cash) credited to the Collateral Account shall be treated as
        a
        financial asset.
  Section
        4.03  Sole
        Control by Collateral Agent. Except as provided in **Section
        6.01** ,
        at all
        times prior to the termination of the Pledge, the Collateral Agent shall
        have
        sole control of the Collateral Account, and the Securities Intermediary shall
        take instructions and directions with respect to the Collateral Account solely
        from the Collateral Agent. If at any time the Securities Intermediary shall
        receive an entitlement order issued by the Collateral Agent and relating
        to the
        Collateral Account, the Securities Intermediary shall comply with such
        entitlement order without further consent by the Purchase Contract Agent
        or any
        Holder or any other Person. Except as otherwise permitted under this Agreement,
        until termination of the Pledge, the Securities Intermediary will not comply
        with any entitlement orders issued by the Purchase Contract Agent or any
        Holder.
  Section
        4.04  Securities
        Intermediary’s Location. The Collateral Account, and the rights and
        obligations of the Securities Intermediary, the Collateral Agent, the Purchase
        Contract Agent and the Holders with respect thereto, shall be governed by
        the
        laws of the State of New York. Regardless of any provision in any other
        agreement, for purposes of the UCC, New York shall be deemed to be the
        Securities Intermediary’s jurisdiction.
  Section
        4.05  No
        Other Claims. Except for the claims and interest of the Collateral Agent and
        of the Purchase Contract Agent and the Holders in the Collateral Account,
        the
        Securities Intermediary (without having conducted any investigation) does
        not
        know of any claim to, or interest in, the Collateral Account or in any financial
        asset credited thereto. If any Person asserts any lien, encumbrance or adverse
        claim (including any writ, garnishment, judgment, warrant of attachment,
        execution or similar process) against the Collateral Account or in any financial
        asset carried therein, the Securities Intermediary will promptly notify the
        Collateral Agent and the Purchase Contract Agent.
  Section
        4.06  Investment
        and Release. All proceeds of financial assets from time to time deposited in
        the Collateral Account shall be invested and reinvested as provided in this
        Agreement. At no time prior to termination of the Pledge with respect to
        any
        particular property shall such property be released from the Collateral Account
        except in accordance with this Agreement or upon written instructions of
        the
        Collateral Agent.
  Section
        4.07  Statements
        and Confirmations. The Securities Intermediary will promptly send copies of
        all statements, confirmations and other correspondence concerning the Collateral
        Account and any financial assets credited thereto simultaneously to each
        of the
        Purchase Contract Agent and the Collateral Agent at their addresses for notices
        under this Agreement.
  8
 Section
        4.08  Tax
        Allocations. The Purchase Contract Agent shall report all items of income,
        gain, expense and loss recognized in the Collateral Account, to the extent
        such
        reporting is required by law, to the Internal Revenue Service authorities
        in the
        manner required by law. Neither the Securities Intermediary nor the Collateral
        Agent shall have any tax reporting duties hereunder.
  Section
        4.09  No
        Other Agreements. The Securities Intermediary has not entered into, and
        prior to the termination of the Pledge will not enter into, any agreement
        with
        any other Person relating to the Collateral Account or any financial assets
        credited thereto, including, without limitation, any agreement to comply
        with
        entitlement orders of any Person other than the Collateral Agent.
  Section
        4.10  Powers
        Coupled with an Interest. The rights and powers granted in this **Article
        4** to the
        Collateral Agent have been granted in order to perfect its security interests
        in
        the Collateral Account, are powers coupled with an interest and will be affected
        neither by the bankruptcy of the Purchase Contract Agent or any Holder nor
        by
        the lapse of time. The obligations of the Securities Intermediary under this **Article
        4** shall
        continue in effect until the termination of the Pledge with respect to any
        and
        all Collateral.
  Section
        4.11  Waiver
        of Lien; Waiver of Set-off. The Securities Intermediary waives any security
        interest, lien or right to make deductions or set- offs that it may now have
        or
        hereafter acquire in or with respect to the Collateral Account, any financial
        asset credited thereto or any security entitlement in respect thereof. Neither
        the financial assets credited to the Collateral Account nor the security
        entitlements in respect thereof will be subject to deduction, set-off, banker’s
        lien or any other right in favor of any Person other than the
        Company.
  **ARTICLE
        5**
  **INITIAL
        DEPOSIT; CREATION OF TREASURY UNITS AND RECREATION OF CORPORATE
        UNITS**
  Section
        5.01  Initial
        Deposit of Senior Notes .
  (a)   Prior
        to
        or concurrently with the execution and delivery of this Agreement, the Purchase
        Contract Agent, on behalf of the initial Holders of the Corporate Units,
        shall
        Transfer to the Securities Intermediary, for credit to the Collateral Account,
        the Senior Notes or security entitlements relating thereto, and, in the case
        of
        security entitlements, the Securities Intermediary shall indicate by book-entry
        that a securities entitlement to such Senior Notes has been credited to the
        Collateral Account.
  (b)  The
        Collateral Agent may, at any time or from time to time, in its sole discretion,
        cause any or all securities or other property underlying any financial assets
        credited to the Collateral Account to be registered in the name of the
        Securities Intermediary, the Collateral Agent or their respective nominees; *provided* , *however* ,
        that
        unless any Event of Default (as defined in the Indenture) shall have occurred
        and be continuing, the Collateral Agent agrees not to cause any Senior Notes
        to
        be so re-registered.
  9
 Section
        5.02  Creation
        of Treasury Units .
  (a)  Unless
        the Treasury Portfolio has replaced the Senior Notes as a component of the
        Corporate Units, a Holder of Corporate Units shall have the right, at any
        time
        on or prior to 5:00 p.m. (New York City time) on the fifth Business Day
        immediately preceding the Purchase Contract Settlement Date, to create Treasury
        Units by substitution of Treasury Securities or security entitlements with
        respect thereto for the Pledged Senior Notes comprising a part of all or
        a
        portion of such Holder’s Corporate Units, in integral multiples of 40 Corporate
        Units by:
  (i)  transferring
        to the Purchase Contract Agent, for credit to the Collateral Account, Treasury
        Securities or security entitlements with respect thereto having a Value equal
        to
        the aggregate principal amount of the Pledged Senior Notes to be released,
        accompanied by a notice, substantially in the form of **Exhibit
        C** to the
        Purchase Contract Agreement, whereupon the Purchase Contract Agent shall
        deliver
        to the Collateral Agent a notice, substantially in the form of **Exhibit
        A** hereto,
        (A) stating that such Holder has notified the Purchase Contract Agent that
        such
        Holder has Transferred Treasury Securities or security entitlements with
        respect
        thereto to the Collateral Agent for credit to the Collateral Account, (B)
        stating the Value of the Treasury Securities or security entitlements with
        respect thereto Transferred by such Holder and (C) requesting that the
        Collateral Agent release from the Pledge the Pledged Senior Notes that are
        a
        component of such Corporate Units; and
  (ii)  delivering
        the related Corporate Units to the Purchase Contract Agent.
  Upon
        receipt of such notice and confirmation that Treasury Securities or security
        entitlements with respect thereto have been credited to the Collateral Account
        as described in such notice, the Collateral Agent shall instruct the Securities
        Intermediary by a notice, substantially in the form of **Exhibit
        B** hereto,
        to release such Pledged Senior Notes from the Pledge by Transfer to the Purchase
        Contract Agent for distribution to such Holder, free and clear of the Pledge
        created hereby.
  If
        the
        Treasury Portfolio has replaced the Senior Notes as a component of the Corporate
        Units and subject to the conditions of the Purchase Contract Agreement, a
        Holder
        of Corporate Units may, at any time on or prior to the second Business Day
        immediately preceding the Purchase Contract Settlement Date, substitute Treasury
        Securities for the Applicable Ownership Interests in the Treasury Portfolio
        with
        respect to such Corporate Units, but only in multiples of 4,000 Corporate
        Units.
        In such an event, the Holder shall transfer the required amount of Treasury
        Securities to the Securities Intermediary, for credit to the Collateral Account,
        and the Purchase Contract Agent shall request the Collateral Agent to instruct
        the Securities Intermediary to release the Pledge of and transfer to the
        Holder
        the appropriate Applicable Ownership Interests in the Treasury Portfolio
        in the
        manner set forth above.
  10
 (b)  Upon
        credit to the Collateral Account of Treasury Securities or security entitlements
        with respect thereto delivered by a Holder of Corporate Units and receipt
        of the
        related instruction from the Collateral Agent, the Securities Intermediary
        shall
        release such Pledged Senior Notes or Applicable Ownership Interest in the
        Treasury Portfolio, as the case may be, from the Pledge and shall promptly
        Transfer the same to the Purchase Contract Agent for distribution to such
        Holder, free and clear of the Pledge created hereby.
  Section
        5.03  Recreation
        of Corporate Units .
  (a)  Unless
        the Treasury Portfolio has replaced the Senior Notes as a component of the
        Corporate Units, at any time on or prior to 5:00 p.m. (New York City time)
        on
        the fifth Business Day immediately preceding the Purchase Contract Settlement
        Date, a Holder of Treasury Units shall have the right to recreate Corporate
        Units by substitution of Senior Notes or security entitlements with respect
        thereto for Pledged Treasury Securities in integral multiples of 40 Treasury
        Units by:
  (i)  transferring
        to the Securities Intermediary, for credit to the Collateral Account, Senior
        Notes or security entitlements with respect thereto having a principal amount
        equal to the Value of the Pledged Treasury Securities to be released,
        accompanied by a notice, substantially in the form of **Exhibit
        C** to the
        Purchase Contract Agreement, whereupon the Purchase Contract Agent shall
        deliver
        to the Collateral Agent a notice, substantially in the form of **Exhibit
        C** hereto,
        stating that such Holder has Transferred the Senior Notes or security
        entitlements with respect thereto to the Collateral Account for credit to
        the
        Collateral Account and requesting that the Collateral Agent release from
        the
        Pledge the Pledged Treasury Securities related to such Treasury Units;
        and
  (ii)  delivering
        the related Treasury Units to the Purchase Contract Agent.
  Upon
        receipt of such notice and confirmation that Senior Notes or security
        entitlements with respect thereto have been credited to the Collateral Account
        as described in such notice, the Collateral Agent shall instruct the Securities
        Intermediary by a notice substantially in the form of **Exhibit
        D** hereto
        to release such Pledged Treasury Securities from the Pledge by Transfer to
        the
        Purchase Contract Agent for distribution to such Holder, free and clear of
        the
        Pledge created hereby.
  If
        the
        Treasury Portfolio has replaced the Senior Notes as a component of the Corporate
        Units, a Holder of Treasury Units may, at any time on or prior to the second
        Business Day immediately preceding the Purchase Contract Settlement Date,
        substitute the Applicable Ownership Interests in the Treasury Portfolio for
        the
        Pledged Treasury Securities with respect to such Treasury Units, but only
        in
        multiples of 4,000 Treasury Units. In such an event, the Holder shall Transfer
        the required Applicable Ownership Interests in the Treasury Portfolio to
        the
        Securities Intermediary, for credit to the Collateral Account, and the Purchase
        Contract Agent shall request the Collateral Agent to instruct the Securities
        Intermediary to release and Transfer to the Holder the Pledged Treasury
        Securities in the manner set forth above.
  11
 (b)  Upon
        credit to the Collateral Account of Senior Notes or security entitlements
        with
        respect thereto or Applicable Ownership Interests in the Treasury Portfolio
        delivered by a Holder of Treasury Units and receipt of the related instruction
        from the Collateral Agent, the Securities Intermediary shall release such
        Pledged Treasury Securities from the Pledge and shall promptly Transfer the
        same
        to the Purchase Contract Agent for distribution to such Holder, free and
        clear
        of the Pledge created hereby.
  Section
        5.04  Termination
        Event .
  (a)  Upon
        receipt by the Collateral Agent of written notice from the Company or the
        Purchase Contract Agent that a Termination Event has occurred, the Collateral
        Agent shall release all Collateral from the Pledge and shall promptly instruct
        the Securities Intermediary to Transfer:
  (i)  any
        Pledged Senior Notes or security entitlements with respect thereto or Pledged
        Applicable Ownership Interests;
  (ii)  any
        Pledged Treasury Securities; and
  (iii)  any
        payments by Holders (or the Permitted Investments of such payments) pursuant
        to **Section
        5.05** hereof,
  to
        the
        Purchase Contract Agent for the benefit of the Holders for distribution to
        such
        Holders, in accordance with their respective interests, free and clear of
        the
        Pledge created hereby; *provided* , *however* ,
        if any
        Holder shall be entitled to receive less than $1,000 with respect to its
        interest in the Applicable Ownership Interests (as specified in clause (i)
        of
        the definition of such term) in the Treasury Portfolio, the Purchase Contract
        Agent shall dispose of such interest for cash and deliver to such Holder
        cash in
        lieu of delivering the Applicable Ownership Interests (as specified in clause
        (i) of the definition of such term) in the Treasury Portfolio.
  (b)  If
        such
        Termination Event shall result from the Company’s becoming a debtor under the
        Bankruptcy Code, and if the Collateral Agent shall for any reason fail promptly
        to effectuate the release and Transfer of all Pledged Senior Notes, Pledged
        Applicable Ownership Interests, Pledged Treasury Securities and payments
        by
        Holders (or the Permitted Investments of such payments) pursuant to **Section
        5.05** and
        Proceeds of any of the foregoing, as the case may be, as provided by this **Section
        5.04** ,
        the
        Purchase Contract Agent shall:
  (i)  use
        its
        best efforts to obtain an opinion of a nationally recognized law firm to
        the
        effect that, notwithstanding the Company being the debtor in such a bankruptcy
        case, the Collateral Agent will not be prohibited from releasing or Transferring
        the Collateral as provided in this **Section
        5.04** and
        shall deliver or cause to be delivered such opinion to the Collateral Agent
        within ten days after the occurrence of such Termination Event, and if (A)
        the
        Purchase Contract Agent shall be unable to obtain such opinion within ten
        days
        after the occurrence of such Termination Event or (B) the Collateral Agent
        shall
        continue, after delivery of such opinion, to refuse to effectuate the release
        and Transfer of all Pledged Senior Notes, Pledged Applicable Ownership
        Interests, Pledged Treasury Securities and the payments by Holders (or the
        Permitted Investments of such payments) pursuant to **Section
        5.05** hereof
        and Proceeds of any of
  12
 the
        foregoing, as the case may be, as provided in this **Section
        5.04** ,
        then
        the Purchase Contract Agent shall within fifteen days after the occurrence
        of
        such Termination Event commence an action or proceeding in the court having
        jurisdiction of the Company’s case under the Bankruptcy Code seeking an order
        requiring the Collateral Agent to effectuate the release and transfer of
        all
        Pledged Senior Notes, Pledged Applicable Ownership Interests, Pledged Treasury
        Securities and the payments by Holders (or the Permitted Investments of such
        payments) pursuant to **Section
        5.05** hereof
        and Proceeds of any of the foregoing, or as the case may be, as provided
        by this **Section
        5.04** ;
        or
  (ii)  commence
        an action or proceeding like that described in **Section
        5.04(b)(i)** hereof
        within ten days after the occurrence of such Termination Event.
  Section
        5.05  Cash
        Settlement .
  (a)  Upon
        receipt by the Collateral Agent of (1) a notice from the Purchase Contract
        Agent
        promptly after the receipt by the Purchase Contract Agent of a notice from
        a
        Holder of Corporate Units or Treasury Units that such Holder has elected,
        in
        accordance with the procedures specified in **Section
        5.02(b)(i)** of the
        Purchase Contract Agreement, to effect a Cash Settlement and (2) payment
        by such
        Holder by deposit in the Collateral Account on or prior to 5:00 p.m. (New
        York
        City time) on the fourth Business Day immediately preceding the Purchase
        Contract Settlement Date of the Purchase Price in lawful money of the United
        States by certified or cashier’s check or wire transfer of immediately available
        funds payable to or upon the order of the Securities Intermediary, then the
        Collateral Agent shall:
  (i)  instruct
        the Securities Intermediary promptly to invest any such Cash in Permitted
        Investments;
  (ii)  instruct
        the Securities Intermediary to release from the Pledge such Holder’s related
        Pledged Senior Notes or Pledged Applicable Ownership Interests, as applicable,
        as to which such Holder has effected a Cash Settlement pursuant to this **Section
        5.05(a)** ;
        and
  (iii)  instruct
        the Securities Intermediary to Transfer all such Pledged Senior Notes, Pledged
        Applicable Ownership Interests or the Pledged Treasury Securities, as the
        case
        may be, to the Purchase Contract Agent for distribution to such Holder, in
        each
        case free and clear of the Pledge created hereby.
  The
        Company shall instruct the Collateral Agent in writing as to the type of
        Permitted Investments in which any such Cash shall be invested; *provided* , *however* ,
        that if
        the Company fails to deliver such written instructions by 10:30 a.m. (New
        York
        City time) on the day such Cash is received by the Collateral Agent or to
        be
        reinvested by the Securities Intermediary, the Collateral Agent shall instruct
        the Securities Intermediary to invest such Cash in the Permitted Investments
        described in clause (6) of the definition of Permitted Investments. In no
        event
        shall the Collateral Agent or Securities Intermediary be liable for the
        selection of Permitted Investments or for investment losses incurred thereon.
        The Collateral Agent and Securities Intermediary shall have no liability
        with
        respect to losses incurred as a result of the failure of the Company to provide
        timely written investment direction.
  13
 Upon
        receipt of Proceeds upon the maturity of the Permitted Investments on the
        Purchase Contract Settlement Date, the Collateral Agent shall (A) instruct
        the
        Securities Intermediary to pay the portion of such Proceeds and deliver any
        certified or cashier’s checks received, in an aggregate amount equal to the
        Purchase Price, to the Company on the Purchase Contract Settlement Date,
        and (B)
        release any amounts in excess of the Purchase Price earned from such Permitted
        Investments to the Purchase Contract Agent for distribution to such Holder
        in
        accordance with the Purchase Contract Agreement.
  (b)  If
        a
        Holder of Corporate Units (unless the Treasury Portfolio has replaced the
        Senior
        Notes as a component of such Corporate Units) (i) fails to notify the Purchase
        Contract Agent of its intention to make a Cash Settlement as provided in **Section
        5.02(b)(i)** of the
        Purchase Contract Agreement or (ii) does notify the Purchase Contract Agent
        of
        its intention to pay the Purchase Price in cash, but fails to make such payment
        as required by **Section
        5.02(b)(ii)** of the
        Purchase Contract Agreement, such Holder shall be deemed to have consented
        to
        the disposition of such Holder’s Pledged Senior Notes in accordance with **Section
        5.02(b)(iii)** of the
        Purchase Contract Agreement.
  (c)  As
        soon
        as practicable after 5:00 p.m. (New York City time) on the fourth Business
        Day
        immediately preceding the Purchase Contract Settlement Date, the Collateral
        Agent shall deliver to the Purchase Contract Agent a notice, substantially
        in
        the form of **Exhibit
        E** hereto,
        stating (i) the amount of Cash that it has received with respect to the Cash
        Settlement of Corporate Units, (ii) the amount of Cash that it has received
        with
        respect to the Cash Settlement of Treasury Units and (iii) the amount of
        Pledged
        Senior Notes to be remarketed in the Final Remarketing pursuant to **Section
        5.02(c)** of the
        Purchase Contract Agreement.
  (d)  If
        there
        has been a Failed Final Remarketing, as soon as practicable after 5:00 p.m.
        (New
        York City time) on the Business Day immediately preceding the Purchase Contract
        Settlement Date, the Collateral Agent shall deliver to the Purchase Contract
        Agent a notice, stating (i) the amount of Cash that it has received with
        respect
        to the Cash Settlement of Corporate Units, (ii) the amount of Cash that it
        has
        received with respect to the Cash Settlement of Treasury Units and (iii)
        the
        amount of Pledged Senior Notes with respect to which an automatic deemed
        exercise of the Put Right has occurred pursuant to **Section
        5.02(c)** of the
        Purchase Contract Agreement.
  Section
        5.06  Early
        Settlement and Cash Merger Early Settlement .
        Upon
        receipt by the Collateral Agent of a notice from the Purchase Contract Agent
        that a Holder of Units has elected to effect either (i) Early Settlement
        of its
        obligations under the Purchase Contracts forming a part of such Units in
        accordance with the terms of the Purchase Contracts and **Section
        5.07** of the
        Purchase Contract Agreement or (ii) Cash Merger Early Settlement of its
        obligations under the Purchase Contracts forming a part of such Units in
        accordance with the terms of the Purchase Contracts and **Section
        5.04(b)(ii)** of the
        Purchase Contract Agreement (which notice shall set forth the number of such
        Purchase Contracts as to which such Holder has elected to effect Early
        Settlement or Cash Merger Early Settlement), and that the Purchase Contract
        Agent has received from such Holder, and paid to the Company as confirmed
        in
        writing by the Company, the related Purchase Price pursuant to the terms
        of the
        Purchase Contracts and the Purchase Contract Agreement and that all conditions
        to such Early Settlement or Cash Merger Early Settlement, as the case may
        be,
        have been satisfied, then the Collateral Agent shall release from the Pledge,
        (1)
  14
 Pledged
        Senior Notes or the Pledged Applicable Ownership Interests in the case of
        a
        Holder of Corporate Units or (2) Pledged Treasury Securities, in the case
        of a
        Holder of Treasury Units, in each case with a Value equal to the product
        of (x)
        the Stated Amount times (y) the number of Purchase Contracts as to which
        such
        Holder has elected to effect Early Settlement or Cash Merger Early Settlement,
        and shall instruct the Securities Intermediary to Transfer all such Pledged
        Applicable Ownership Interests or Pledged Senior Notes or Pledged Treasury
        Securities, as the case may be, to the Purchase Contract Agent for distribution
        to such Holder, in each case free and clear of the Pledge created hereby.
        A
        holder of Treasury Units may settle early only in integral multiples of 40
        Treasury Units, and a Holder of Corporate Units, if the Treasury Portfolio
        has
        replaced the Senior Notes as a component of such Corporate Units, may settle
        early only in integral multiples of 4,000 Corporate Units.
  Section
        5.07  Application
        of Proceeds in Settlement of Purchase Contracts.
  (a)  If
        a
        Holder of Corporate Units (unless the Treasury Portfolio has replaced the
        Senior
        Notes as a component of such Corporate Units) has not elected to make an
        effective Cash Settlement by notifying the Purchase Contract Agent in the
        manner
        provided for in **Section
        5.02(b)(i)** of the
        Purchase Contract Agreement or does notify the Purchase Contract Agent as
        provided in **Section
        5.02(b)(i)** of the
        Purchase Contract Agreement of its intention to pay the Purchase Price in
        cash,
        but fails to make such payment as required by **Section
        5.02(b)(ii)** of the
        Purchase Contract Agreement, such Holder shall be deemed to have elected
        to pay
        for the shares of Common Stock or Preferred Stock, as applicable, to be issued
        under such Purchase Contracts from the Proceeds of the Final Remarketing
        of the
        related Pledged Senior Notes. In the event of a Successful Final Remarketing,
        the Collateral Agent shall instruct the Securities Intermediary to Transfer
        the
        related Pledged Senior Notes to the Remarketing Agent, upon confirmation
        of
        deposit by the Remarketing Agent of the Proceeds of such Final Remarketing
        (less, to the extent permitted by the Remarketing Agreement, the Remarketing
        Fee) in the Collateral Account. The Collateral Agent shall instruct the
        Securities Intermediary to invest the Proceeds of the Final Remarketing in
        Permitted Investments set forth in clause (6) of the definition of Permitted
        Investments. On the Purchase Contract Settlement Date, the Collateral Agent
        shall, in consultation with the Purchase Contract Agent, instruct the Securities
        Intermediary to remit a portion of the Proceeds from such Final Remarketing
        equal to the aggregate principal amount of such Pledged Senior Notes to satisfy
        in full such Holder’s obligations to pay the Purchase Price to purchase the
        shares of Common Stock or Preferred Stock, as applicable, under the related
        Purchase Contracts and to remit the balance of the Proceeds from the Final
        Remarketing, if any, to the Purchase Contract Agent for distribution to such
        Holder.
  Upon
        a
        Failed Final Remarketing, each Holder of Corporate Units (unless the Treasury
        Portfolio has replaced the Senior Notes represented by such Corporate Units)
        that has not elected to make an effective Cash Settlement by notifying the
        Purchase Contract Agent in the manner provided for in **Section
        5.02(e)(i)** of the
        Purchase Contract Agreement or does notify the Purchase Contract Agent as
        provided in **Section
        5.02(e)(i)** of the
        Purchase Contract Agreement of its intention to pay the Purchase Price in
        cash,
        but fails to make such payment as required by **Section
        5.02(e)(ii)** of the
        Purchase Contract Agreement, shall be deemed to have exercised such Holder’s Put
        Right with respect to the Senior Notes that are a component of Corporate
        Units
        have elected to have a portion of the Proceeds of the Put Right set-off against
        such Holder’s obligation to pay the aggregate Price for the shares of Common
        Stock or Preferred Stock, as applicable, to be issued under the Purchase
        Contracts underlying such Corporate Units in full satisfaction of such Holders’
obligations under the Purchase Contracts. Following such set-off, the Holder’s
        obligations to pay the Purchase Price for the shares of Common Stock or
        Preferred Stock, as
  15
 applicable,
        will be deemed to be satisfied in full, and the Collateral Agent shall cause
        the
        Securities Intermediary to release the Pledged Senior Notes from the Collateral
        Account and shall promptly transfer the Pledged Senior Notes to the Company.
        Thereafter, the Collateral Agent shall promptly remit the remaining Proceeds
        of
        the Holder’s exercise of the Put Right in excess of the aggregate Purchase Price
        for the shares of Common Stock or Preferred Stock, as applicable, to be issued
        under such Purchase Contracts to the Purchase Contract Agent for payment
        to the
        Holder of the Corporate Units to which such Senior Notes relate.
  (b)  A
        Holder
        of a Treasury Unit or a Corporate Unit (if the Treasury Portfolio has replaced
        the Senior Notes as a component of such Corporate Unit) shall be deemed to
        have
        elected to pay for the shares of Common Stock or Preferred Stock, as applicable,
        to be issued under such Purchase Contracts from the Proceeds of the related
        Pledged Treasury Securities or Pledged Applicable Ownership Interests, as
        the
        case may be. Promptly, after 11:00 a.m. (New York City time) on the Business
        Day
        immediately prior to the Purchase Contract Settlement Date, the Collateral
        Agent
        shall invest the Proceeds in the Permitted Investments set forth in Clause
        (6)
        of the definition of Permitted Investments, unless prior to 10:30 a.m. on
        such
        date the Company shall otherwise instruct the Collateral Agent in writing
        as to
        the type of Permitted Investments in which any Proceeds shall be invested.
        In no
        event shall the Collateral Agent be liable for the selection of Permitted
        Investments or for investment losses incurred thereon. The Collateral Agent
        shall have no liability in respect of losses incurred as a result of the
        failure
        of the Company to provide timely written investment direction. Without receiving
        any instruction from any Holder, the Collateral Agent shall instruct the
        Securities Intermediary to remit the Proceeds of the related Pledged Treasury
        Securities or Pledged Applicable Ownership Interests, as the case may be,
        to the
        Company in settlement of such Purchase Contracts on the Purchase Contract
        Settlement Date. In the event the sum of the Proceeds from the related Pledged
        Treasury Securities or Pledged Applicable Ownership Interests, as the case
        may
        be, and the investment earnings from the investment in Permitted Investments
        exceeds the aggregate Purchase Price of the Purchase Contracts being settled
        thereby, the Collateral Agent shall instruct the Securities Intermediary
        to
        transfer such excess, when received, to the Purchase Contract Agent for
        distribution to Holders.
  (c)  On
        or
        prior to 5:00 p.m. (New York City time) on the fifth Business Day immediately
        preceding the applicable Remarketing Date, but no earlier than the Payment
        Date
        immediately preceding such date, Holders of Separate Senior Notes may elect
        to
        have their Separate Senior Notes remarketed under the Remarketing Agreement,
        by
        delivering their Separate Senior Notes along with a notice of such election,
        substantially in the form of **Exhibit
        F** hereto,
        to the Collateral Agent. The Collateral Agent, acting as Custodial Agent,
        shall
        hold Separate Senior Notes in an account separate from the Collateral Account
        in
        which the Pledged Securities shall be held. Holders of Separate Senior Notes
        electing to have their Separate Senior Notes remarketed will also have the
        right
        to withdraw that election by written notice to the Collateral Agent,
        substantially in the form of **Exhibit
        G** hereto,
        on or prior to 5:00 p.m. (New York City time) on the fifth Business Day
        immediately preceding the applicable Remarketing Date, upon which notice
        the
        Custodial Agent shall return such Separate Senior Notes to such Holder. After
        such time, such election shall become an irrevocable election to have such
        Separate Senior Notes remarketed in such Remarketing.
  16
 By
        11:00
        a.m. (New York City time) on the Business Day immediately preceding the
        applicable Remarketing Date, the Custodial Agent shall notify the Remarketing
        Agent of the aggregate principal amount of the Separate Senior Notes to be
        remarketed and deliver to the Remarketing Agent for remarketing all Separate
        Senior Notes delivered to the Custodial Agent pursuant to this **Section
        5.07(c)** and not
        validly withdrawn prior to such date. In the event of a Successful Remarketing,
        after deducting the Remarketing Fee, the Remarketing Agent will remit to
        the
        Custodial Agent the remaining portion of the proceeds of such Remarketing
        for
        payment to the Holders of the remarketed Separate Senior Notes, in accordance
        with their respective interests. In the event of a Failed Remarketing, the
        Remarketing Agent will promptly return such Separate Senior Notes to the
        Custodial Agent for distribution to the appropriate Holders.
  Section
        5.08  Special
        Event Redemption .
        If the
        Collateral Agent receives written notice that a Special Event Redemption
        has
        occurred while Senior Notes are still credited to the Collateral Account,
        the
        Collateral Agent shall apply the Redemption Amount to purchase the Treasury
        Portfolio, and the Collateral Agent shall credit the Applicable Ownership
        Interests (as specified in clause (i) of the definition of such term) in
        the
        Treasury Portfolio to the Collateral Account and shall transfer the Applicable
        Ownership Interests (as specified in clause (ii) of the definition of such
        term)
        in the Treasury Portfolio to the Purchase Contract Agent for distribution
        to the
        Holders of the Corporate Units. Upon credit to the Collateral Account of
        the
        Applicable Ownership Interests (as specified in clause (i) of the definition
        of
        such term) in the Treasury Portfolio having a Value equal to the aggregate
        principal amount of the Pledged Senior Notes, the Collateral Agent shall
        cause
        the Securities Intermediary to release the Pledged Senior Notes from the
        Collateral Account and shall promptly transfer the Pledged Senior Notes to
        the
        Company.
  **ARTICLE
        6**
  **VOTING
        RIGHTS - PLEDGED SENIOR NOTES**
  Section
        6.01  Voting
        Rights .
        Subject
        to the terms of **Section
        4.02** of the
        Purchase Contract Agreement, the Purchase Contract Agent may exercise, or
        refrain from exercising, any and all voting and other consensual rights
        pertaining to the Pledged Senior Notes or any part thereof for any purpose
        not
        inconsistent with the terms of this Agreement and in accordance with the
        terms
        of the Purchase Contract Agreement; *provided* ,
        that
        the Purchase Contract Agent shall not exercise or shall not refrain from
        exercising such right, as the case may be, if, in the reasonable judgment
        of the
        Purchase Contract Agent, such action would impair or otherwise have a material
        adverse effect on the value of all or any of the Pledged Senior Notes; and *provided* , *further* ,
        that
        the Purchase Contract Agent shall give the Company and the Collateral Agent
        at
        least five Business Days’ prior written notice of the manner in which it intends
        to exercise, or its reasons for refraining from exercising, any such right.
        Upon
        receipt of any notices and other communications in respect of any Pledged
        Senior
        Notes, including notice of any meeting at which holders of the Senior Notes
        are
        entitled to vote or solicitation of consents, waivers or proxies of holders
        of
        the Senior Notes, the Collateral Agent shall use reasonable efforts to send
        promptly to the Purchase Contract Agent such notice or communication, and
        as
  17
 soon
        as
        reasonably practicable after receipt of a written request therefor from the
        Purchase Contract Agent, execute and deliver to the Purchase Contract Agent
        such
        proxies and other instruments in respect of such Pledged Senior Notes (in
        form
        and substance satisfactory to the Collateral Agent) as are prepared by the
        Company and delivered to the Purchase Contract Agent with respect to the
        Pledged
        Senior Notes.
  **ARTICLE
        7**
  **RIGHTS
        AND REMEDIES**
  Section
        7.01  Rights
        and Remedies of the Collateral Agent .
  (a)  In
        addition to the rights and remedies specified in **Section
        5.07** hereof
        or otherwise available at law or in equity, after an event of default (as
        specified in **Section
        7.01(b)** below)
        hereunder, the Collateral Agent shall have all of the rights and remedies
        with
        respect to the Collateral of a secured party under the UCC (whether or not
        the
        UCC is in effect in the jurisdiction where the rights and remedies are asserted)
        and the TRADES Regulations and such additional rights and remedies to which
        a
        secured party is entitled under the laws in effect in any jurisdiction where
        any
        rights and remedies hereunder may be asserted. Without limiting the generality
        of the foregoing, such remedies may include, to the extent permitted by
        applicable law, (1) retention of the Pledged Senior Notes, Pledged Treasury
        Securities or the applicable Pledged Applicable Ownership Interests in full
        satisfaction of the Holders’ obligations under the Purchase Contracts and the
        Purchase Contract Agreement or (2) sale of the Pledged Senior Notes, Pledged
        Treasury Securities or the applicable Pledged Applicable Ownership Interests
        in
        one or more public or private sales.
  (b)  Without
        limiting any rights or powers otherwise granted by this Agreement to the
        Collateral Agent, in the event the Collateral Agent is unable to make payments
        to the Company on account of the applicable Pledged Applicable Ownership
        Interests, or on account of principal payments of any Pledged Treasury
        Securities as provided in **Article
        3** hereof,
        in satisfaction of the Obligations of the Holder of the Units of which such
        applicable Pledged Applicable Ownership Interests or such Pledged Treasury
        Securities, as applicable, are a part under the related Purchase Contracts,
        the
        inability to make such payments shall constitute an event of default hereunder
        and the Collateral Agent shall have and may exercise, with reference to such
        Pledged Treasury Securities or Pledged Applicable Ownership Interests, as
        applicable, any and all of the rights and remedies available to a secured
        party
        under the UCC and the TRADES Regulations after default by a debtor, and as
        otherwise granted herein or under any other law.
  (c)  Without
        limiting any rights or powers otherwise granted by this Agreement to the
        Collateral Agent, the Collateral Agent is hereby irrevocably authorized to
        receive and collect all payments of (i) the principal amount of the Pledged
        Senior Notes, (ii) the principal amount of the Pledged Treasury Securities
        and
        (iii) the principal amount of the Pledged Applicable Ownership Interests,
        subject, in each case, to the provisions of **Article
        3** hereof,
        and as otherwise granted herein.
  18
 (d)  The
        Purchase Contract Agent and each Holder of Units agrees that, from time to
        time,
        upon the written request of the Collateral Agent or the Purchase Contract
        Agent,
        such Holder shall execute and deliver such further documents and do such
        other
        acts and things as the Collateral Agent may reasonably request in order to
        maintain the Pledge, and the perfection and priority thereof, and to confirm
        the
        rights of the Collateral Agent hereunder. The Purchase Contract Agent shall
        have
        no liability to any Holder for executing any documents or taking any such
        acts
        requested by the Collateral Agent hereunder, except for liability for its
        own
        grossly negligent acts, its own grossly negligent failure to act or its own
        willful misconduct.
  Section
        7.02  Special
        Event Redemption .
        Upon
        the occurrence of a Special Event Redemption while Senior Notes are still
        credited to the Collateral Account, the Collateral Agent is hereby authorized
        to
        present the Pledged Senior Notes for payment as may be required by their
        respective terms and to direct the Indenture Trustee to remit the Redemption
        Price to the Securities Intermediary for credit to the Collateral Account
        on or
        prior to 12:30 p.m., New York City time on such Special Event Redemption
        Date,
        by federal funds check or wire transfer of immediately available funds. Upon
        receipt of such funds, the Pledged Senior Notes shall be released from the
        Collateral Account and promptly transferred to the Company. Upon the crediting
        of such funds to the Collateral Account, the Collateral Agent, at the written
        direction of the Company, shall instruct the Securities Intermediary to (a)
        apply an amount of such funds equal to the Redemption Amount to purchase
        the
        Treasury Portfolio from the Quotation Agent, (b) credit to the Collateral
        Account the Applicable Ownership Interests (specified in clause (i) of the
        definition of such term) in the Treasury Portfolio and (c) promptly remit
        the
        remaining portion of such funds, if any, to the Purchase Contract Agent for
        payment to the Holders of Corporate Units, in accordance with their respective
        interests and the Purchase Contract Agreement.
  Section
        7.03  Initial
        Remarketing. Unless a Special Event Redemptions has occurred prior to the
        Initial Remarketing Date, the Collateral Agent shall, by 11:00 a.m., New
        York
        City time, on the Business Day immediately preceding the Initial Remarketing
        Date, without any instruction from any Holder of Corporate Units, present
        the
        related Pledged Senior Notes to the Remarketing Agent for Initial Remarketing.
        In the event of a Failed Initial Remarketing, the Senior Notes presented
        to the
        Remarketing Agent pursuant to this **Section
        7.03** for
        Remarketing shall be redeposited into the Collateral Account.
  Section
        7.04  Final
        Remarketing. Unless a Special Event Redemption has occurred prior to the
        Final Remarketing Date, if a Failed Initial Remarketing has occurred, the
        Collateral Agent shall, by 11:00 a.m., New York City time, on the Business
        Day
        immediately preceding the Final Remarketing Date, without any instruction
        from
        any Holder of Corporate Units, present the related Pledged Senior Notes to
        the
        Remarketing Agent for Final Remarketing. In the event of a Failed Final
        Remarketing, the Senior Notes presented to the Remarketing Agent pursuant
        to
        this **Section
        7.04** for
        Remarketing shall be redeposited into the Collateral Account.
  Section
        7.05  Successful
        Initial Remarketing. In the event of a Successful Initial Remarketing prior
        to the Final Remarketing Date, the Collateral Agent shall, at the direction
        of
        the Company, instruct the Securities Intermediary to (i) Transfer the Pledged
        Senior Notes to the Remarketing Agent upon confirmation of deposit by the
        Remarketing Agent of the Proceeds of such Successful Initial Remarketing
        (after
        deducting any Remarketing Fee in accordance with
  19
 the
        Remarketing Agreement) in the Collateral Account, (ii) apply an amount equal
        to
        the Treasury Portfolio Purchase Price to purchase from the Quotation Agent
        the
        Treasury Portfolio, (iii) credit the Applicable Ownership Interests (specified
        in clause (i) of the definition of such term) in the Treasury Portfolio to
        the
        Collateral Account, and (iv) promptly remit the remaining portion of such
        Proceeds to the Purchase Contract Agent for payment to the Holders of Corporate
        Units, in accordance with their respective interests and the Purchase Contract
        Agreement. With respect to Separate Senior Notes, any Proceeds of such Initial
        Remarketing (after deducting any Remarketing Fee in accordance with the
        Remarketing Agreement) attributable to the Separate Senior Notes will be
        remitted to the Custodial Agent for payment to the holders of Separate Senior
        Notes. The Pledged Applicable Ownership Interests thus credited to the
        Collateral Account will secure the obligation of all Holders of Corporate
        Units
        to purchase Common Stock of the Company under the Purchase Contracts
        constituting a part of such Corporate Units, in substitution for the Pledged
        Senior Notes, which shall be released from the Collateral Account. In the
        event
        of a Failed Final Remarketing, the Pledged Senior Notes shall remain credited
        to
        the Collateral Account and **Section
        5.07** shall
        apply.
  Section
        7.06  Substitutions.
        Whenever a Holder has the right to substitute Treasury Securities, Senior
        Notes
        or security entitlements for any of them or the appropriate Applicable Ownership
        Interest (as defined in clause (i) of the definition of such term) in the
        Treasury Portfolio, as the case may be, for financial assets held in the
        Collateral Account, such substitution shall not constitute a novation of
        the
        security interest created hereby.
  **ARTICLE
        8**
  **REPRESENTATIONS
        AND WARRANTIES; COVENANTS**
  Section
        8.01  Representations
        and Warranties .
        Each
        Holder from time to time, acting through the Purchase Contract Agent as
        attorney-in-fact (it being understood that the Purchase Contract Agent shall
        not
        be liable for any representation or warranty made by or on behalf of a Holder),
        hereby represents and warrants to the Collateral Agent (with respect to such
        Holder’s interest in the Collateral), which representations and warranties shall
        be deemed repeated on each day a Holder Transfers Collateral, that:
  (a)  such
        Holder has the power to grant a security interest in and lien on the
        Collateral;
  (b)  such
        Holder is the sole beneficial owner of the Collateral and, in the case of
        Collateral delivered in physical form, is the sole holder of such Collateral
        and
        is the sole beneficial owner of, or has the right to Transfer, the Collateral
        it
        Transfers to the Collateral Agent for credit to the Collateral Account, free
        and
        clear of any security interest, lien, encumbrance, call, liability to pay
        money
        or other restriction other than the security interest and lien granted under **Article
        2** hereof;
  (c)  upon
        the
        Transfer of the Collateral to the Collateral Agent for credit to the Collateral
        Account, the Collateral Agent, for the benefit of the Company, will have
        a valid
        and perfected first priority security interest therein (assuming that any
        central clearing operation or any securities intermediary or other entity
        not
        within the control of the Holder involved in the
  20
 Transfer
        of the Collateral, including the Collateral Agent and the Securities
        Intermediary, gives the notices and takes the action required of it hereunder
        and under applicable law for perfection of that interest and assuming the
        establishment and exercise of control pursuant to **Article
        4** hereof);
        and
  (d)  the
        execution and performance by the Holder of its obligations under this Agreement
        will not result in the creation of any security interest, lien or other
        encumbrance on the Collateral other than the security interest and lien granted
        under **Article
        2** hereof
        or violate any provision of any existing law or regulation applicable to
        it or
        of any mortgage, charge, pledge, indenture, contract or undertaking to which
        it
        is a party or which is binding on it or any of its assets.
  Section
        8.02  Covenants .
        The
        Holders from time to time, acting through the Purchase Contract Agent as
        their
        attorney-in-fact (it being understood that the Purchase Contract Agent shall
        not
        be liable for any covenant made by or on behalf of a Holder), hereby covenant
        to
        the Collateral Agent that for so long as the Collateral remains subject to
        the
        Pledge:
  (a)  neither
        the Purchase Contract Agent nor such Holders will create or purport to create
        or
        allow to subsist any mortgage, charge, lien, pledge or any other security
        interest whatsoever over the Collateral or any part of it other than pursuant
        to
        this Agreement; and
  (b)  neither
        the Purchase Contract Agent nor such Holders will sell or otherwise dispose
        (or
        attempt to dispose) of the Collateral or any part of it except for the
        beneficial interest therein, subject to the Pledge hereunder, transferred
        in
        connection with the Transfer of the Units.
  **ARTICLE
        9**
  **THE
        COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES
        INTERMEDIARY**
  It
        is
        hereby agreed as follows:
  Section
        9.01  Appointment,
        Powers and Immunities .
        The
        Collateral Agent, the Custodial Agent or the Securities Intermediary shall
        act
        as agent for the Company hereunder with such powers as are specifically vested
        in the Collateral Agent, the Custodial Agent or the Securities Intermediary,
        as
        the case may be, by the terms of this Agreement. The Collateral Agent, the
        Custodial Agent and Securities Intermediary shall:
  (a)  have
        no
        duties or responsibilities except those expressly set forth in this Agreement
        and no implied covenants or obligations shall be inferred from this Agreement
        against the Collateral Agent, the Custodial Agent and the Securities
        Intermediary, nor shall the Collateral Agent, the Custodial Agent and the
        Securities Intermediary be bound by the provisions of any agreement by any
        party
        hereto beyond the specific terms hereof;
  (b)  not
        be
        responsible for any recitals contained in this Agreement, or in any certificate
        or other document referred to or provided for in, or received by it under,
        this
        Agreement, the Units or the Purchase Contract Agreement, or for the value,
        validity,
  21
 effectiveness,
        genuineness, enforceability or sufficiency of this Agreement (other than
        as
        against the Collateral Agent, the Custodial Agent or the Securities
        Intermediary, as the case may be), the Units, any Collateral or the Purchase
        Contract Agreement or any other document referred to or provided for herein
        or
        therein or for any failure by the Company or any other Person (except the
        Collateral Agent, the Custodial Agent or the Securities Intermediary, as
        the
        case may be) to perform any of its obligations hereunder or thereunder or
        for
        the perfection, priority or, except as expressly required hereby, maintenance
        of
        any security interest created hereunder;
  (c)  not
        be
        required to initiate or conduct any litigation or collection proceedings
        hereunder (except pursuant to directions furnished under **Section
        9.02** hereof,
        subject to **Section
        9.08** hereof);
  (d)  not
        be
        responsible for any action taken or omitted to be taken by it hereunder or
        under
        any other document or instrument referred to or provided for herein or in
        connection herewith or therewith, except for its own gross negligence or
        willful
        misconduct; and
  (e)  not
        be
        required to advise any party as to selling or retaining, or taking or refraining
        from taking any action with respect to, any securities or other property
        deposited hereunder.
  Subject
        to the foregoing, during the term of this Agreement, the Collateral Agent,
        the
        Custodial Agent and the Securities Intermediary shall take all reasonable
        action
        in connection with the safekeeping and preservation of the Collateral hereunder
        as determined by industry standards.
  No
        provision of this Agreement shall require the Collateral Agent, Custodial
        Agent
        or the Securities Intermediary to expend or risk its own funds or otherwise
        incur any financial liability in the performance of any of its duties hereunder.
        In no event shall the Collateral Agent, Custodial Agent or the Securities
        Intermediary be liable for any amount in excess of the Value of the
        Collateral.
  Section
        9.02  Instructions
        of the Company .
        The
        Company shall have the right, by one or more written instruments executed
        and
        delivered to the Collateral Agent, to direct the time, method and place of
        conducting any proceeding for the realization of any right or remedy available
        to the Collateral Agent, or of exercising any power conferred on the Collateral
        Agent, or to direct the taking or refraining from taking of any action
        authorized by this Agreement; *provided* , *however* ,
        that
        (i) such direction shall not conflict with the provisions of any law or of
        this
        Agreement or involve the Collateral Agent in personal liability and (ii)
        the
        Collateral Agent shall be indemnified to its satisfaction as provided herein.
        Nothing contained in this **Section
        9.02** shall
        impair the right of the Collateral Agent in its discretion to take any action
        or
        omit to take any action which it deems proper and which is not inconsistent
        with
        such direction. None of the Collateral Agent, the Custodial Agent or the
        Securities Intermediary has any obligation or responsibility to file UCC
        financing statements.
  Section
        9.03  Reliance
        by Collateral Agent, Custodial Agent and Securities Intermediary. Each of
        the Collateral Agent, the Custodial Agent and the Securities Intermediary
        shall
        be entitled, in the absence of bad faith, to rely conclusively upon any
        certification, order,
  22
 judgment,
        opinion, notice or other written communication (including, without limitation,
        any thereof by e-mail or similar electronic means, telecopy, telex or facsimile)
        believed by it to be genuine and correct and to have been signed or sent
        by or
        on behalf of the proper Person or Persons (without being required to determine
        the correctness of any fact stated therein) and consult with and conclusively
        rely upon advice, opinions and statements of legal counsel and other experts
        selected by the Collateral Agent, the Custodial Agent or the Securities
        Intermediary, as the case may be. As to any matters not expressly provided
        for
        by this Agreement, the Collateral Agent, the Custodial Agent and the Securities
        Intermediary shall in all cases be fully protected in acting, or in refraining
        from acting, hereunder in accordance with instructions given by the Company
        in
        accordance with this Agreement.
  Section
        9.04  Certain
        Rights.
  (a)  Whenever
        in the administration of the provisions of this Agreement the Collateral
        Agent,
        the Custodial Agent or the Securities Intermediary shall deem it necessary
        or
        desirable that a matter be proved or established prior to taking or suffering
        any action to be taken hereunder, such matter (unless other evidence in respect
        thereof be herein specifically prescribed) may, in the absence of gross
        negligence or bad faith on the part of the Collateral Agent, the Custodial
        Agent
        or the Securities Intermediary, be deemed to be conclusively proved and
        established by a certificate signed by one of the Company’s officers, and
        delivered to the Collateral Agent, the Custodial Agent or the Securities
        Intermediary and such certificate, in the absence of gross negligence or
        bad
        faith on the part of the Collateral Agent, the Custodial Agent or the Securities
        Intermediary, shall be full warrant to the Collateral Agent, the Custodial
        Agent
        or the Securities Intermediary for any action taken, suffered or omitted
        by it
        under the provisions of this Agreement upon the faith thereof.
  (b)  The
        Collateral Agent, the Custodial Agent or the Securities Intermediary shall
        not
        be bound to make any investigation into the facts or matters stated in any
        resolution, certificate, statement, instrument, opinion, report, notice,
        request, consent, entitlement order, approval or other paper or
        document.
  Section
        9.05  Merger,
        Conversion, Consolidation or Succession to Business .
        Any
        corporation into which the Collateral Agent, the Custodial Agent or the
        Securities Intermediary may be merged or converted or with which it may be
        consolidated, or any corporation resulting from any merger, conversion or
        consolidation to which the Collateral Agent, the Custodial Agent or the
        Securities Intermediary shall be a party, or any corporation succeeding to
        all
        or substantially all of the corporate trust business of the Collateral Agent,
        the Custodial Agent or the Securities Intermediary shall be the successor
        of the
        Collateral Agent, the Custodial Agent or the Securities Intermediary hereunder
        without the execution or filing of any paper with any party hereto or any
        further act on the part of any of the parties hereto except where an instrument
        of transfer or assignment is required by law to effect such succession, anything
        herein to the contrary notwithstanding.
  Section
        9.06  Rights
        in Other Capacities. The Collateral Agent, the Custodial Agent and the
        Securities Intermediary and their affiliates may (without having to account
        therefor to the Company) accept deposits from, lend money to, make their
        investments in and generally engage in any kind of banking, trust or other
        business with the Purchase Contract Agent, any other
  23
 Person
        interested herein and any Holder of Units (and any of their respective
        subsidiaries or affiliates) as if it were not acting as the Collateral Agent,
        the Custodial Agent or the Securities Intermediary, as the case may be, and
        the
        Collateral Agent, the Custodial Agent, the Securities Intermediary and their
        affiliates may accept fees and other consideration from the Purchase Contract
        Agent and any Holder of Units without having to account for the same to the
        Company; *provided* that
        each of the Securities Intermediary, the Custodial Agent and the Collateral
        Agent covenants and agrees with the Company that it shall not accept, receive
        or
        permit there to be created in favor of itself and shall take no affirmative
        action to permit there to be created in favor of any other Person, any security
        interest, lien or other encumbrance of any kind in or upon the Collateral
        other
        than the lien created by the Pledge.
  Section
        9.07  Non-reliance
        on Collateral Agent, the Custodial Agent and Securities Intermediary. None
        of the Securities Intermediary, the Custodial Agent or the Collateral Agent
        shall be required to keep itself informed as to the performance or observance
        by
        the Purchase Contract Agent or any Holder of Units of this Agreement, the
        Purchase Contract Agreement, the Units or any other document referred to
        or
        provided for herein or therein or to inspect the properties or books of the
        Purchase Contract Agent or any Holder of Units. None of the Collateral Agent,
        the Custodial Agent or the Securities Intermediary shall have any duty or
        responsibility to provide the Company with any credit or other information
        concerning the affairs, financial condition or business of the Purchase Contract
        Agent or any Holder of Units (or any of their respective affiliates) that
        may
        come into the possession of the Collateral Agent, the Custodial Agent or
        the
        Securities Intermediary or any of their respective affiliates.
  Section
        9.08  Compensation
        and Indemnity. The Company agrees to:
  (a)  pay
        the
        Collateral Agent, the Custodial Agent and the Securities Intermediary from
        time
        to time such compensation as shall be agreed in writing between the Company
        and
        the Collateral Agent, the Custodial Agent or the Securities Intermediary,
        as the
        case may be, for all services rendered by them hereunder;
  (b)  indemnify
        and hold harmless the Collateral Agent, the Custodial Agent, the Securities
        Intermediary and each of their respective directors, officers, agents and
        employees (collectively, the **“Indemnitees”** ),
        from
        and against any and all claims, liabilities, losses, damages, fines, penalties
        and expenses (including reasonable fees and expenses of counsel) and taxes
        (other than those based upon, determined by or measured by the income of
        the
        Collateral Agent, the Custodial Agent and Securities Intermediary)
        (collectively, **“Losses”** and
        individually, a **“Loss”** )
        that
        may be imposed on, incurred by, or asserted against, the Indemnitees or any
        of
        them for following any instructions or other directions upon which either
        the
        Collateral Agent, the Custodial Agent or the Securities Intermediary is entitled
        to rely pursuant to the terms of this Agreement, *provided* that the
        Collateral Agent, the Custodial Agent or the Securities Intermediary has
        not
        acted with gross negligence or engaged in willful misconduct or bad faith
        with
        respect to the specific Loss against which indemnification is sought;
        and
  (c)  in
        addition to and not in limitation of paragraph (b) immediately above, indemnify
        and hold the Indemnitees and each of them harmless from and against any and
        all
        Losses that may be imposed on, incurred by or asserted against, the Indemnitees
        or any of them in connection with or arising out of the Collateral Agent’s, the
        Custodial Agent’s or the
  24
 Securities
        Intermediary’s acceptance or performance of its powers and duties under this
        Agreement, *provided* that the
        Collateral Agent, the Custodial Agent or the Securities Intermediary has
        not
        acted with gross negligence or engaged in willful misconduct or bad faith
        with
        respect to the specific Loss against which indemnification is
        sought.
  The
        provisions of this **Section
        9.08** and **Section
        11.07** shall
        survive the resignation or removal of the Collateral Agent, Custodial Agent
        or
        Securities Intermediary and the termination of this Agreement.
  Section
        9.09  Failure
        to Act .
        In the
        event of any ambiguity in the provisions of this Agreement or any dispute
        between or conflicting claims by or among the parties hereto or any other
        Person
        with respect to any funds or property deposited hereunder, then at its sole
        option, each of the Collateral Agent, the Custodial Agent and the Securities
        Intermediary shall be entitled, after prompt notice to the Company and the
        Purchase Contract Agent, to refuse to comply with any and all claims, demands
        or
        instructions with respect to such property or funds so long as such dispute
        or
        conflict shall continue, and the Collateral Agent, the Custodial Agent and
        the
        Securities Intermediary shall not be or become liable in any way to any of
        the
        parties hereto for its failure or refusal to comply with such conflicting
        claims, demands or instructions. The Collateral Agent, the Custodial Agent
        and
        the Securities Intermediary shall be entitled to refuse to act until
        either:
  (a)  such
        conflicting or adverse claims or demands shall have been finally determined
        by a
        court of competent jurisdiction or settled by agreement between the conflicting
        parties as evidenced in a writing satisfactory to the Collateral Agent, the
        Custodial Agent or the Securities Intermediary; or
  (b)  the
        Collateral Agent, the Custodial Agent or the Securities Intermediary shall
        have
        received security or an indemnity satisfactory to it sufficient to save it
        harmless from and against any and all loss, liability or reasonable
        out-of-pocket expense which it may incur by reason of its acting.
  The
        Collateral Agent, the Custodial Agent and the Securities Intermediary may
        in
        addition elect to commence an interpleader action or seek other judicial
        relief
        or orders as the Collateral Agent, the Custodial Agent or the Securities
        Intermediary may deem necessary. Notwithstanding anything contained herein
        to
        the contrary, none of the Collateral Agent, the Custodial Agent or the
        Securities Intermediary shall be required to take any action that is in its
        opinion contrary to law or to the terms of this Agreement, or which would
        in its
        opinion subject it or any of its officers, employees or directors to
        liability.
  Section
        9.10  Resignation
        of Collateral Agent, the Custodial Agent and Securities
        Intermediary .
  (a)  Subject
        to the appointment and acceptance of a successor Collateral Agent, Custodial
        Agent or Securities Intermediary as provided below:
  (i)  the
        Collateral Agent, the Custodial Agent and the Securities Intermediary may
        resign
        at any time by giving notice thereof to the Company and the Purchase Contract
        Agent as attorney-in-fact for the Holders of Units;
  25
 (ii)  the
        Collateral Agent, the Custodial Agent and the Securities Intermediary may
        be
        removed at any time by the Company; and
  (iii)  if
        the
        Collateral Agent, the Custodial Agent or the Securities Intermediary fails
        to
        perform any of its material obligations hereunder in any material respect
        for a
        period of not less than 20 days after receiving written notice of such failure
        by the Purchase Contract Agent and such failure shall be continuing, the
        Collateral Agent, the Custodial Agent and the Securities Intermediary may
        be
        removed by the Purchase Contract Agent, acting at the direction of the Holders
        of Units.
  The
        Purchase Contract Agent shall promptly notify the Company of any removal
        of the
        Collateral Agent, the Custodial Agent or the Securities Intermediary pursuant
        to
        clause (iii) of this **Section
        9.10** .
        Upon
        any such resignation or removal, the Company shall have the right to appoint
        a
        successor Collateral Agent, Custodial Agent or Securities Intermediary, as
        the
        case may be, which shall not be an Affiliate of the Purchase Contract Agent.
        If
        no successor Collateral Agent, Custodial Agent or Securities Intermediary
        shall
        have been so appointed and shall have accepted such appointment within 30
        days
        after the retiring Collateral Agent’s, Custodial Agent’s or Securities
        Intermediary’s giving of notice of resignation or the Company’s or the Purchase
        Contract Agent’s giving notice of such removal, then the retiring or removed
        Collateral Agent, Custodial Agent or Securities Intermediary may petition
        any
        court of competent jurisdiction, at the expense of the Company, for the
        appointment of a successor Collateral Agent, Custodial Agent or Securities
        Intermediary. The Collateral Agent, the Custodial Agent and the Securities
        Intermediary shall each be a bank or a national banking association which
        has an
        office (or an agency office) in New York City with a combined capital and
        surplus of at least $50,000,000. Upon the acceptance of any appointment as
        Collateral Agent, Custodial Agent or Securities Intermediary hereunder by
        a
        successor Collateral Agent, Custodial Agent or Securities Intermediary, as
        the
        case may be, such successor Collateral Agent, Custodial Agent or Securities
        Intermediary, as the case may be, shall thereupon succeed to and become vested
        with all the rights, powers, privileges and duties of the retiring Collateral
        Agent, Custodial Agent or Securities Intermediary, as the case may be, and
        the
        retiring Collateral Agent, Custodial Agent or Securities Intermediary, as
        the
        case may be, shall take all appropriate action, subject to payment of any
        amounts then due and payable to it hereunder, to transfer any money and property
        held by it hereunder (including the Collateral) to such successor. The retiring
        Collateral Agent, Custodial Agent or Securities Intermediary shall, upon
        such
        succession, be discharged from its duties and obligations as Collateral Agent,
        Custodial Agent or Securities Intermediary hereunder. After any retiring
        Collateral Agent’s, Custodial Agent’s or Securities Intermediary’s resignation
        hereunder as Collateral Agent, Custodial Agent or Securities Intermediary,
        the
        provisions of this **Article
        9** shall
        continue in effect for its benefit in respect of any actions taken or omitted
        to
        be taken by it while it was acting as the Collateral Agent, Custodial Agent
        or
        Securities Intermediary. Any resignation or removal of the Collateral Agent,
        Custodial Agent or Securities Intermediary hereunder, at a time when such
        Person
        is acting as the Collateral Agent, Custodial Agent or Securities Intermediary,
        shall be deemed for all purposes of this Agreement as the simultaneous
        resignation or removal of the Collateral Agent, Securities Intermediary or
        Custodial Agent, as the case may be.
  26
 (b)  Because
        U.S. Bank National Association is serving as the Collateral Agent hereunder
        and
        the Purchase Contract Agent under the Purchase Contract Agreement, if an
        event
        of default (other than an event of default occurring as a result of a Failed
        Final Remarketing) occurs hereunder or under the Purchase Contract Agreement,
        U.S. Bank National Association will resign as the Collateral Agent, but continue
        to act as the Purchase Contract Agent. A successor Collateral Agent will
        be
        appointed in accordance with the terms hereof. If any such event of default
        is
        cured or waived prior to the appointment of a successor Collateral Agent,
        the
        duty of U.S. Bank National Association to resign in respect of such event
        of
        default shall cease.
  Section
        9.11  Right
        to Appoint Agent or Advisor .
        The
        Collateral Agent shall have the right to appoint agents or advisors in
        connection with any of its duties hereunder, and the Collateral Agent shall
        not
        be liable for any action taken or omitted by, or in reliance upon the advice
        of,
        such agents or advisors selected in good faith. The appointment of agents
        pursuant to this **Section
        9.11** shall be
        subject to prior written consent of the Company, which consent shall not
        be
        unreasonably withheld.
  Section
        9.12  Survival.
        The provisions of this **Article
        9** shall
        survive termination of this Agreement and the resignation or removal of the
        Collateral Agent, the Custodial Agent or the Securities
        Intermediary.
  Section
        9.13  Exculpation.
        Anything contained in this Agreement to the contrary notwithstanding, in
        no
        event shall the Collateral Agent, the Custodial Agent or the Securities
        Intermediary or their officers, directors, employees or agents be liable
        under
        this Agreement to any third party for indirect, special, punitive, or
        consequential loss or damage of any kind whatsoever, including, but not limited
        to, lost profits, whether or not the likelihood of such loss or damage was
        known
        to the Collateral Agent, the Custodial Agent or the Securities Intermediary,
        or
        any of them and regardless of the form of action.
  **ARTICLE
        10**
  **AMENDMENT**
  Section
        10.01  Amendment
        Without Consent of Holders .
        Without
        the consent of any Holders, the Company, when duly authorized, the Collateral
        Agent, the Custodial Agent, the Securities Intermediary and the Purchase
        Contract Agent, at any time and from time to time, may amend this Agreement,
        in
        form satisfactory to the Company, the Collateral Agent, the Custodial Agent,
        the
        Securities Intermediary and the Purchase Contract Agent, to:
  (a)  evidence
        the succession of another Person to the Company and the assumption by any
        such
        successor of the covenants of the Company;
  (b)  evidence
        and provide for the acceptance of appointment hereunder by a successor
        Collateral Agent, Custodial Agent, Securities Intermediary or Purchase Contract
        Agent;
  (c)  add
        to
        the covenants of the Company for the benefit of the Holders, or surrender
        any
        right or power herein conferred upon the Company, *provided* that
        such covenants or such surrender do not adversely affect the validity,
        perfection or priority of the Pledge created hereunder;
  27
 (d)  cure
        any
        ambiguity (or formal defect), correct or supplement any provisions herein
        which
        may be inconsistent with any other such provisions herein; or
  (e)  make
        any
        other provisions with respect to such matters or questions arising under
        this
        Agreement, *provided* that
        such action shall not adversely affect the interests of the Holders in any
        material respect.
  Section
        10.02  Amendment
        with Consent of Holders .
        With
        the consent of the Holders of not less than a majority of the Purchase Contracts
        at the time outstanding, including without limitation the consent of the
        Holders
        obtained in connection with a tender or an exchange offer, by Act of such
        Holders delivered to the Company, the Purchase Contract Agent, the Custodial
        Agent, the Securities Intermediary and the Collateral Agent, as the case
        may be,
        the Company, when duly authorized by a Board Resolution, the Purchase Contract
        Agent, the Collateral Agent, the Securities Intermediary and the Collateral
        Agent may amend this Agreement for the purpose of modifying in any manner
        the
        provisions of this Agreement or the rights of the Holders in respect of the
        Units; *provided* , *however* ,
        that no
        such supplemental agreement shall, without the unanimous consent of the Holders
        of each Outstanding Unit adversely affected thereby in any material
        respect:
  (a)  change
        the amount or type of Collateral underlying a Unit (except for the rights
        of
        holders of Corporate Units to substitute the Treasury Securities for the
        Pledged
        Senior Notes or the Pledged Applicable Ownership Interests, as the case may
        be,
        or the rights of Holders of Treasury Units to substitute Senior Notes or
        the
        Applicable Ownership Interests (as specified in clause (i) of the definition
        of
        such term) in the Treasury Portfolio, as applicable, for the Pledged Treasury
        Securities), unless such change is not adverse to the Holders, impair the
        right
        of the Holder of any Unit to receive distributions on the underlying Collateral
        or otherwise adversely affect the Holder’s rights in or to such Collateral;
        or
  (b)  otherwise
        effect any action that would require the consent of the Holder of each
        Outstanding Unit affected thereby pursuant to the Purchase Contract Agreement
        if
        such action were effected by a modification or amendment of the provisions
        of
        the Purchase Contract Agreement; or
  (c)  reduce
        the percentage of Purchase Contracts the consent of whose Holders is required
        for the modification or amendment of the provisions of this
        Agreement;
  *provided* that if
        any amendment or proposal referred to above would adversely affect only the
        Corporate Units or only the Treasury Units, then only the affected class
        of
        Holders as of the record date for the Holders entitled to vote thereon will
        be
        entitled to vote on such amendment or proposal, and such amendment or proposal
        shall not be effective except with the consent of Holders of not less than
        a
        majority of such class; *provided* , *further* ,
        that
        the unanimous consent of the Holders of each outstanding Purchase Contract
        of
        such class affected thereby shall be required to approve any amendment or
        proposal specified in clauses (a) through (c) above.
  It
        shall
        not be necessary for any Act of Holders under this Section to approve the
        particular form of any proposed amendment, but it shall be sufficient if
        such
        Act shall approve the substance thereof.
  28
 Section
        10.03  Execution
        of Amendments .
        In
        executing any amendment permitted by this Article, the Collateral Agent,
        the
        Custodial Agent, the Securities Intermediary and the Purchase Contract Agent
        shall be entitled to receive and (subject to **Section
        7.01** of the
        Purchase Contract Agreement with respect to the Purchase Contract Agent)
        shall
        be fully authorized and protected in relying upon, an Opinion of Counsel
        and an
        officers’ certificate stating that the execution of such amendment is authorized
        or permitted by this Agreement and that all conditions precedent, if any,
        to the
        execution and delivery of such amendment have been satisfied. The Collateral
        Agent, Custodial Agent, Securities Intermediary and Purchase Contract Agent
        may,
        but shall not be obligated to, enter into any such amendment which affects
        their
        own respective rights, duties or immunities under this Agreement or
        otherwise.
  Section
        10.04  Effect
        of Amendments. Upon the execution of any amendment under this Article, this
        Agreement shall be modified in accordance therewith, and such amendment shall
        form a part of this Agreement for all purposes; and every Holder of Certificates
        theretofore or thereafter authenticated, executed on behalf of the Holders
        and
        delivered under the Purchase Contract Agreement shall be bound
        thereby.
  Section
        10.05  Reference
        of Amendments. Certificates authenticated, executed on behalf of the Holders
        and delivered after the execution of any amendment pursuant to this Section
        may,
        and shall if required by the Collateral Agent or the Purchase Contract Agent,
        bear a notation in form approved by the Purchase Contract Agent and the
        Collateral Agent as to any matter provided for in such amendment. If the
        Company
        shall so determine, new Certificates so modified as to conform, in the opinion
        of the Collateral Agent, the Purchase Contract Agent and the Company, to
        any
        such amendment may be prepared and executed by the Company and authenticated,
        executed on behalf of the Holders and delivered by the Purchase Contract
        Agent
        in accordance with the Purchase Contract Agreement in exchange for Certificates
        representing Outstanding Units.
  **ARTICLE
        11**
  **MISCELLANEOUS**
  Section
        11.01  No
        Waiver .
        No
        failure on the part of the Company, the Collateral Agent, the Custodial Agent,
        the Securities Intermediary or any of their respective agents to exercise,
        and
        no course of dealing with respect to, and no delay in exercising, any right,
        power or remedy hereunder shall operate as a waiver thereof; nor shall any
        single or partial exercise by the Company, the Collateral Agent, the Custodial
        Agent, the Securities Intermediary or any of their respective agents of any
        right, power or remedy hereunder preclude any other or further exercise thereof
        or the exercise of any other right, power or remedy. The remedies herein
        are
        cumulative and are not exclusive of any remedies provided by law.
  Section
        11.02  Governing
        Law; Submission to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY, AND
        CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company,
        the Collateral Agent, the Custodial Agent, the Securities Intermediary and
        the
        Holders from time to time of the Units, acting through the Purchase Contract
        Agent as their attorney-in-fact, hereby submit to the nonexclusive jurisdiction
        of the United States District Court for the Southern District of New York
        and of
        any New York
  29
 state
        court sitting in New York City for the purposes of all legal proceedings
        arising
        out of or relating to this Agreement or the transactions contemplated hereby.
        The Company, the Collateral Agent, the Custodial Agent, the Securities
        Intermediary and the Holders from time to time of the Units, acting through
        the
        Purchase Contract Agent as their attorney-in-fact, irrevocably waive, to
        the
        fullest extent permitted by applicable law, any objection that they may now
        or
        hereafter have to the laying of the venue of any such proceeding brought
        in such
        a court and any claim that any such proceeding brought in such a court has
        been
        brought in an inconvenient forum.
  Section
        11.03  Notices.
        All notices, requests, consents and other communications provided for herein
        (including, without limitation, any modifications of, or waivers or consents
        under, this Agreement) shall be given or made in writing (including, without
        limitation, by telecopy) delivered to the intended recipient at the **“Address
        for Notices”** specified below its name on the signature pages hereof or, as to any party,
        at
        such other address as shall be designated by such party in a notice to the
        other
        parties. Except as otherwise provided in this Agreement, all such communications
        shall be deemed to have been duly given when transmitted by telecopier or
        personally delivered or, in the case of a mailed notice, upon receipt, in
        each
        case given or addressed as aforesaid.
  Section
        11.04  Successors
        and Assigns. This Agreement shall be binding upon and inure to the benefit
        of the respective successors and assigns of the Company, the Collateral Agent,
        the Custodial Agent, the Securities Intermediary and the Purchase Contract
        Agent, and the Holders from time to time of the Units, by their acceptance
        of
        the same, shall be deemed to have agreed to be bound by the provisions hereof
        and to have ratified the agreements of, and the grant of the Pledge hereunder
        by, the Purchase Contract Agent.
  Section
        11.05  Counterparts.
        This Agreement may be executed in any number of counterparts, all of which
        taken
        together shall constitute one and the same instrument, and any of the parties
        hereto may execute this Agreement by signing any such counterpart.
  Section
        11.06  Severability.
        If any provision hereof is invalid and unenforceable in any jurisdiction,
        then,
        to the fullest extent permitted by law, (i) the other provisions hereof shall
        remain in full force and effect in such jurisdiction and shall be liberally
        construed in order to carry out the intentions of the parties hereto as nearly
        as may be possible and (ii) the invalidity or unenforceability of any provision
        hereof in any jurisdiction shall not affect the validity or enforceability
        of
        such provision in any other jurisdiction.
  Section
        11.07  Expenses,
        Etc. The Company agrees to reimburse the Collateral Agent, the Custodial
        Agent and the Securities Intermediary for:
  (a)  all
        reasonable costs and expenses of the Collateral Agent, the Custodial Agent
        and
        the Securities Intermediary (including, without limitation, the reasonable
        fees
        and expenses of counsel to the Collateral Agent, the Custodial Agent and
        the
        Securities Intermediary), in connection with (i) the negotiation, preparation,
        execution and delivery or performance of this Agreement and (ii) any
        modification, supplement or waiver of any of the terms of this
        Agreement;
  30
 (b)  all
        reasonable costs and expenses of the Collateral Agent, the Custodial Agent
        and
        the Securities Intermediary (including, without limitation, reasonable fees
        and
        expenses of counsel) in connection with (i) any enforcement or proceedings
        resulting or incurred in connection with causing any Holder of Units to satisfy
        its obligations under the Purchase Contracts forming a part of the Units
        and
        (ii) the enforcement of this **Section
        11.07** ;
  (c)  all
        transfer, stamp, documentary or other similar taxes, assessments or charges
        levied by any governmental or revenue authority in respect of this Agreement
        or
        any other document referred to herein and all costs, expenses, taxes,
        assessments and other charges incurred in connection with any filing,
        registration, recording or perfection of any security interest contemplated
        hereby;
  (d)  all
        reasonable fees and expenses of any agent or advisor appointed by the Collateral
        Agent and consented to by the Company under **Section
        9.11** of this
        Agreement; and
  (e)  any
        other
        out-of-pocket costs and expenses reasonably incurred by the Collateral Agent,
        the Custodial Agent and the Securities Intermediary in connection with the
        performance of their duties hereunder.
  Section
        11.08  Security
        Interest Absolute .
        All
        rights of the Collateral Agent and security interests hereunder, and all
        obligations of the Holders from time to time hereunder, shall be absolute
        and
        unconditional irrespective of:
  (a)  any
        lack
        of validity or enforceability of any provision of the Purchase Contracts
        or the
        Units or any other agreement or instrument relating thereto;
  (b)  any
        change in the time, manner or place of payment of, or any other term of,
        or any
        increase in the amount of, all or any of the obligations of Holders of the
        Units
        under the related Purchase Contracts, or any other amendment or waiver of
        any
        term of, or any consent to any departure from any requirement of, the Purchase
        Contract Agreement or any Purchase Contract or any other agreement or instrument
        relating thereto; or
  (c)  any
        other
        circumstance which might otherwise constitute a defense available to, or
        discharge of, a borrower, a guarantor or a pledgor.
  Section
        11.09  Notice
        of Special Event, Special Event Redemption and Termination Event .
        Upon
        the occurrence of a Special Event, a Special Event Redemption or a Termination
        Event, the Company shall deliver written notice to the Purchase Contract
        Agent,
        the Collateral Agent and the Securities Intermediary. Upon the written request
        of the Collateral Agent or the Securities Intermediary, the Company shall
        inform
        such party whether or not a Special Event, a Special Event Redemption or
        a
        Termination Event has occurred.
  [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
  31
  [SIGNATURE
        PAGE TO PLEDGE AGREEMENT]
  IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
        executed as of the day and year first above written.
  PNM
                  RESOURCES, INC.
              U.S.
                  BANK NATIONAL ASSOCIATION
                as
                  Purchase Contract Agent and as attorney-in-fact of the Holders
                  from time
                  to time of the UnitsBy:/s/
                  Terry R. Horn
                Terry
                  R. Horn
                Vice
                  President, Corporate Secretary, and Acting Chief Financial
                  Officer
              By:/s/
                  Marlene J. Fahey
                Name:
                  Marlene J. Fahey
                Title:
                  Vice PresidentAddress
                  for Notices:
              Address
                  for Notices:PNM
                  Resources, Inc.
                Alvarado
                  Square MS-2704
                Albuquerque,
                  New Mexico 87158
                Telephone
                  No.: (505) 241-2700
                Telecopier
                  No.: (505) 241-2369
                Attention:
                  Treasurer
              U.S.
                  Bank National Association
                100
                  Wall Street, Suite 1600
                New
                  York, New York 10005
                Telephone
                  No.: (212) 361-2505
                Telecopier
                  No.: (212) 509-3384
                Attention:
                  Corporate Trust AdministrationU.S.
                  Bank National Association,
                as
                  Collateral Agent, Custodial Agent and Securities IntermediaryBy:/s/ Marlene J. Fahey
                Name:
                  Marlene J. Fahey
                Title:
                  Vice PresidentAddress
                  for Notices:U.S.
                  Bank National Association
                100
                  Wall Street, Suite 1600
                New
                  York, New York 10005
                Telephone
                  No.: (212) 361-2505
                Telecopier
                  No.: (212) 509-3384
                Attention:
                  Corporate Trust Administration
  
   **EXHIBIT
        A**
  **INSTRUCTION**
 **FROM
        PURCHASE CONTRACT AGENT**
 **TO
        COLLATERAL AGENT**
 (Creation
        of Treasury Units)
  U.S.
        Bank
        National Association
 as
        Purchase Contract Agent
 100
        Wall
        Street, Suite 1600
 New
        York,
        New York 10005
 Telephone
        No.: (212) 361-2505
 Telecopier
        No.: (212) 509-3384
 Attention:
        Corporate Trust Administration
  Re:
        ___________ Corporate Units of PNM Resources, Inc. (the **“Company”** )
  The
        securities account of U.S. Bank National Association, as Collateral Agent,
        maintained by the Securities Intermediary and designated “U.S. Bank National
        Association, as Collateral Agent of PNM Resources, Inc., as pledgee of U.S.
        Bank
        National Association, as the Purchase Contract Agent on behalf of and as
        attorney-in-fact for the Holders” (the **“Collateral
        Account”** )
  Please
        refer to the Pledge Agreement, dated as of October 7, 2005 (the **“Pledge
        Agreement”** ),
        among
        the Company, you, as Collateral Agent, as Securities Intermediary and as
        Custodial Agent and the undersigned, as Purchase Contract Agent and as
        attorney-in-fact for the holders of Corporate Units from time to time.
        Capitalized terms used herein but not defined shall have the meaning set
        forth
        in the Pledge Agreement.
  We
        hereby
        notify you in accordance with Section 5.02 of the Pledge Agreement that the
        holder of securities named below (the **“Holder”** )
        has
        elected to substitute $___ Value of Treasury Securities or security entitlements
        with respect thereto in exchange for an equal Value of Pledged Senior Notes
        relating to _____ Corporate Units and has delivered to the undersigned a
        notice
        stating that the Holder has Transferred such Treasury Securities or security
        entitlements with respect thereto to the Securities Intermediary, for credit
        to
        the Collateral Account.
   A-1
  We
        hereby
        request that you instruct the Securities Intermediary, upon confirmation
        that
        such Treasury Securities or security entitlements thereto have been credited
        to
        the Collateral Account, to release to the undersigned an equal Value of Pledged
        Senior Notes in accordance with Section 5.02 of the Pledge
        Agreement.
  Date:
        ____________________
 U.S.
        Bank
        National Association, as Purchase Contract Agent and as attorney-in-fact
        of the
        Holders from time to time of the Units
  By:
 Name:
 Title:
  
  Please
        print name and address of Holder electing to substitute Treasury Securities
        or
        security entitlements with respect thereto for the Pledged Senior
        Notes:
 Name
                
                Social
                    Security or other TaxpayerIdentification
                    Number, if anyAddress
 A-2
 **EXHIBIT
        B**
  **INSTRUCTION**
 **FROM
        COLLATERAL AGENT**
 **TO
        SECURITIES INTERMEDIARY**
 (Creation
        of Treasury Units)
  U.S.
        Bank
        National Association
 as
        Securities Intermediary
 100
        Wall
        Street, Suite 1600
 New
        York,
        New York 10005
 Telephone
        No.: (212) 361-2505
 Telecopier
        No.: (212) 509-3384
 Attention:
        Corporate Trust Administration
  Re:
        __________ Corporate Units of PNM Resources, Inc. (the **“Company”** )
  The
        securities account of U.S. Bank National Association, as Collateral Agent,
        maintained by the Securities Intermediary and designated “U.S. Bank National
        Association, as Collateral Agent of PNM Resources, Inc. as pledgee of U.S.
        Bank
        National Association, as the Purchase Contract Agent on behalf of and as
        attorney-in-fact for the Holders” (the **“Collateral
        Account”** )
  Please
        refer to the Pledge Agreement, dated as of October 7, 2005 (the **“Pledge
        Agreement”** ),
        among
        the Company, you, as Collateral Agent, as Securities Intermediary and as
        Custodial Agent and the undersigned, as Purchase Contract Agent and as
        attorney-in-fact for the holders of Corporate Units from time to time.
        Capitalized terms used herein but not defined shall have the meanings set
        forth
        in the Pledge Agreement.
   B-1
  When
        you
        have confirmed that $  Value of
        Treasury Securities or security entitlements thereto has been credited to
        the
        Collateral Account by or for the benefit of _________, as Holder of Corporate
        Units (the **“Holder”** ),
        you
        are hereby instructed to release from the Collateral Account an equal Value
        of
        Pledged Senior Notes or security entitlements with respect thereto relating
        to
        Corporate Units of the Holder by Transfer to the Purchase Contract
        Agent.
  Dated:______________________
  U.S.
        Bank
        National Association,
 as
        Collateral Agent
  By:
        ______________________
 Name:
 Title:
  Please
        print name and address of Holder:
 Name
                
                Social
                    Security or other TaxpayerIdentification
                    Number, if anyAddress
  
 B-2
 **EXHIBIT
        C**
  **INSTRUCTION**
 **FROM
        PURCHASE CONTRACT AGENT**
 **TO
        COLLATERAL AGENT**
 (Recreation
        of Corporate Units)
  U.S.
        Bank
        National Association
 as
        Purchase Contract Agent
 100
        Wall
        Street, Suite 1600
 New
        York,
        New York 10005
 Telephone
        No.: (212) 361-2505
 Telecopier
        No.: (212) 509-3384
 Attention:
        Corporate Trust Administration
  Re:
        __________ Treasury Units of PNM Resources, Inc. (the **“Company”** )
  Please
        refer to the Pledge Agreement dated as of October 7, 2005 (the **“Pledge
        Agreement”** ),
        among
        the Company, you, as Collateral Agent, as Securities Intermediary, as Custodial
        Agent and the undersigned, as Purchase Contract Agent and as attorney-in-fact
        for the holders of Treasury Units from time to time. Capitalized terms used
        herein but not defined shall have the meaning set forth in the Pledge
        Agreement.
  We
        hereby
        notify you in accordance with Section 5.03 of the Pledge Agreement that the
        holder of securities named below (the **“Holder”** )
        has
        elected to substitute $__________ Value of Senior Notes or security entitlements
        with respect thereto in exchange for $__________ an equal Value of Pledged
        Treasury Securities with respect to _______ Treasury Units and has delivered
        to
        the undersigned a notice stating that the holder has Transferred such Senior
        Notes or security entitlements with respect thereto to the Securities
        Intermediary, for credit to the Collateral Account.
   C-1
  We
        hereby
        request that you instruct the Securities Intermediary, upon confirmation
        that
        such Senior Notes or security entitlements with respect thereto have been
        credited to the Collateral Account, to release to the undersigned $__________
        an
        equal Value of Treasury Securities in accordance with Section 5.03 of the
        Pledge
        Agreement.
 Dated:______________________
  U.S.
          Bank
          National Association,
 as
          Collateral Agent
  By:
          ______________________
 Name:
 Title:
 Please
        print name and address of Holder electing to substitute Senior Notes or security
        entitlements with respect thereto for Pledged Treasury Securities:
 Name
                
                Social
                    Security or other TaxpayerIdentification
                    Number, if anyAddress
  C-2
 **EXHIBIT
        D**
  **INSTRUCTION**
 **FROM
        COLLATERAL AGENT**
 **TO
        SECURITIES INTERMEDIARY**
 (Recreation
        of Corporate Units)
  U.S.
        Bank
        National Association
 as
        Securities Intermediary
 100
        Wall
        Street, Suite 1600
 New
        York,
        New York 10005
 Telephone
        No.: (212) 361-2505
 Telecopier
        No.: (212) 509-3384
 Attention:
        Corporate Trust Administration
  Re:
        ____
        Treasury Units of PNM Resources, Inc. (the **“Company”** )
  The
        securities account of U.S. Bank National Association, as Collateral Agent,
        maintained by the Securities Intermediary and designated “U.S. Bank National
        Association, as Collateral Agent of PNM Resources, Inc., as pledgee of U.S.
        Bank
        National Association, as the Purchase Contract Agent on behalf of and as
        attorney-in-fact for the Holders” (the **“Collateral
        Account”** )
  Please
        refer to the Pledge Agreement dated as of October 7, 2005 (the **“Pledge
        Agreement”** ),
        among
        the Company, you, as Securities Intermediary, Custodial Agent and Collateral
        Agent and U.S. Bank National Association, as Purchase Contract Agent and
        as
        attorney-in-fact for the holders of Corporate Units from time to time.
        Capitalized terms used herein but not defined shall have the meanings set
        forth
        in the Pledge Agreement.
   D-1
  When
        you
        have confirmed that $___________ Value of Senior Notes or security entitlements
        with respect thereto has been credited to the Collateral Account by or for
        the
        benefit of _______________, as Holder of Treasury Units (the **“Holder”** ),
        you
        are hereby instructed to release from the Collateral Account an equal Value
        of
        Treasury Securities or security entitlements with respect thereto relating
        to
        ____ treasury Units of the Holder by Transfer to the Purchase Contract
        Agent.
 Dated:______________________
  U.S.
            Bank
            National Association,
 as
            Collateral Agent
  By:
            ______________________
 Name:
 Title:
 
 Please
          print name and address of Holder:
 Name
                  
                  Social
                      Security or other TaxpayerIdentification
                      Number, if anyAddress
  D-2
 **EXHIBIT
        E**
  **NOTICE
        OF CASH SETTLEMENT**
 **FROM
        COLLATERAL AGENT**
 **TO
        PURCHASE CONTRACT AGENT**
 (Cash
        Settlement Amounts)
  U.S.
        Bank
        National Association
 as
        Purchase Contract Agent
 100
        Wall
        Street, Suite 1600
 New
        York,
        New York 10005
 Telephone
        No.: (212) 361-2505
 Telecopier
        No.: (212) 509-3384
 Attention:
        Corporate Trust Administration
  Re:  __________
        Corporate Units of PNM Resources, Inc. (the **“Company”** )
 __________ Treasury Units of the Company
  Please
        refer to the Pledge Agreement dated as of October 7, 2005 (the **“Pledge
        Agreement”** ),
        by and
        among you, the Company, and U.S. Bank National Association, as Collateral
        Agent,
        Custodial Agent and Securities Intermediary. Unless otherwise defined herein,
        terms defined in the Pledge Agreement are used herein as defined
        therein.
  In
        accordance with Section 5.05(c) of the Pledge Agreement, we hereby notify
        you
        that as of 5:00 p.m. (New York City time) on the fourth Business Day immediately
        preceding __________ (the **“Purchase
        Contract Settlement Date”** ),
        we
        have received (i) $___________ in immediately available funds paid in an
        aggregate amount equal to the Purchase Price due to the Company on the Purchase
        Contract Settlement Date with respect to ___________ Corporate Units, and
        (ii)
        based on the funds received set forth in clause (i) above, an aggregate
        principal amount of $___________ of Pledged Senior Notes are to be tendered
        for
        purchase in the Final Remarketing.
  Dated:______________________
  U.S.
              Bank
              National Association,
 as
              Collateral Agent
  By:
              ______________________
 Name:
 Title:
   E-1
 **EXHIBIT
        F**
  **INSTRUCTION
        TO CUSTODIAL AGENT**
 **REGARDING
        REMARKETING**
  U.S.
        Bank
        National Association
 as
        Custodial Agent
 100
        Wall
        Street, Suite 1600
 New
        York,
        New York 10005
 Telephone
        No.: (212) 361-2505
 Telecopier
        No.: (212) 509-3384
 Attention:
        Corporate Trust Administration
  Re:
        Senior Notes Due 2010 of PNM Resources, Inc. (the **“Company”** )
  The
        undersigned hereby notifies you in accordance with Section 5.07(c) of the
        Pledge
        Agreement, dated as of October 7, 2005 (the **“Pledge
        Agreement”** ),
        among
        the Company, you, as Collateral Agent, Custodial Agent and Securities
        Intermediary and U.S. Bank National Association, as the Purchase Contract
        Agent
        and as attorney-in-fact for the holders of Corporate Units from time to time,
        that the undersigned elects to deliver $__________ aggregate principal amount
        of
        Separate Senior Notes for delivery to the Remarketing Agent on or prior to
        5:00
        p.m. (New York City time) on the fifth Business Day immediately preceding
        the
        Initial Remarketing Date for remarketing pursuant to Section 5.07(c) of the
        Pledge Agreement. The undersigned will, upon request of the Remarketing Agent,
        execute and deliver any additional documents deemed by the Remarketing Agent
        or
        by the Company to be necessary or desirable to complete the sale, assignment
        and
        transfer of the Separate Senior Notes tendered hereby. Capitalized terms
        used
        herein but not defined shall have the meaning set forth in the Pledge
        Agreement.
  The
        undersigned hereby instructs you, upon receipt of the Proceeds of such
        remarketing from the Remarketing Agent, to deliver such Proceeds to the
        undersigned in accordance with the instructions indicated herein under “A.
        Payment Instructions.” The undersigned hereby instructs you, in the event of a
        Failed Final Remarketing, upon receipt of the Separate Senior Notes tendered
        herewith from the Remarketing Agent, to deliver such Separate Senior Notes
        to
        the person(s) and the address(es) indicated herein under “B. Delivery
        Instructions.”
   F-1
  With
        this
        notice, the undersigned hereby (i) represents and warrants that the undersigned
        has full power and authority to tender, sell, assign and transfer the Separate
        Senior Notes tendered hereby and that the undersigned is the record owner
        of any
        Senior Notes tendered herewith in physical form, (ii) agrees to be bound
        by the
        terms and conditions of Section 5.07(c) of the Pledge Agreement and (iii)
        acknowledges and agrees that after 5:00 p.m. (New York City time) on the
        fifth
        Business Day immediately preceding the Remarketing Date, such election shall
        become an irrevocable election to have such Separate Senior Notes remarketed
        in
        the Remarketing. In the case of a Failed Remarketing, such Separate Senior
        Notes
        shall be returned to the undersigned.
  Dated:
                
                By:Name:Title:
 
 Signature
                    Guarantee:Name
                
                Social
                    Security or other TaxpayerIdentification
                    Number, if anyAddress
 F-2
  A.
        PAYMENT INSTRUCTIONS
  Proceeds
        of the remarketing should be paid by check in the name of the person(s) set
        forth below and mailed to the address set forth below.
  Name(s)
  (Please
        Print)
  Address
  (Please
        Print)
  (Zip
        Code)
  (Taxpayer
        Identification or Social Security Number)
  B.
        DELIVERY INSTRUCTIONS
  In
        the
        event of a Failed Final Remarketing, Senior Notes that are in physical form
        should be delivered to the person(s) set forth below and mailed to the address
        set forth below.
  Name(s)
  (Please
        Print)
  Address
  (Please
        Print)
  (Zip
        Code)
  (Tax
        Identification or Social Security Number)
  
   F-3
 **EXHIBIT
        G**
  **INSTRUCTION
        TO CUSTODIAL AGENT**
 **REGARDING
        WITHDRAWAL FROM REMARKETING**
  U.S.
        Bank
        National Association
 as
        Custodial Agent
 100
        Wall
        Street, Suite 1600
 New
        York,
        New York 10005
 Telephone
        No.: (212) 361-2505
 Telecopier
        No.: (212) 509-3384
 Attention:
        Corporate Trust Administration
  Re:
        Senior Notes due 2010 of PNM Resources, Inc. (the **“Company”** )
  The
        undersigned hereby notifies you in accordance with Section 5.07(c) of the
        Pledge
        Agreement, dated as of October 7, 2005 (the **“Pledge
        Agreement”** ),
        among
        the Company and you, as Collateral Agent, Custodial Agent and Securities
        Intermediary, and U.S. Bank National Association, as Purchase Contract Agent
        and
        as attorney-in-fact for the holders of Corporate Units from time to time,
        that
        the undersigned elects to withdraw the $__________ aggregate principal amount
        of
        Separate Senior Notes delivered to the Collateral Agent on __________, 2010
        for
        remarketing pursuant to Section 5.07(c) of the Pledge Agreement. The undersigned
        hereby instructs you to return such Senior Notes to the undersigned in
        accordance with the undersigned’s instructions. With this notice, the
        undersigned hereby agrees to be bound by the terms and conditions of Section
        5.07(c) of the Pledge Agreement. Capitalized terms used herein but not defined
        shall have the meaning set forth in the Pledge Agreement.
  Dated:
                
                By:Name:Title:
  
 Signature
                    Guarantee:Name
                
                Social
                    Security or other TaxpayerIdentification
                    Number, if anyAddress
 
 G-1